REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                                 NONSTANDARDIZED
                               ADOPTION AGREEMENT
                                    REGIONAL
                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST

                                  SPONSORED BY

                                      SBERA

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Regional Prototype Plan and Trust Basic Plan Document #R1.

1.       EMPLOYER INFORMATION

         NOTE:      If multiple Employers are adopting the Plan, complete this
                    section based on the lead Employer. Additional Employers may
                    adopt this Plan by attaching executed signature pages to the
                    back of the Employer's Adoption Agreement.

         (a)      NAME AND ADDRESS:

                  CAMBRIDGEPORT BANK
                  689 MASSACHUSETTS AVENUE
                  CAMBRIDGE, MA  02139

         (b)      TELEPHONE NUMBER:         (617) 661-4900

         (c)      TAX ID NUMBER:            04-3246252

         (d)      FORM OF BUSINESS:

                  [  ]     (i)      Sole Proprietor

                  [  ]     (ii)     Partnership

                  [X]      (iii)    Corporation

                  [  ]     (iv)     "S" Corporation (formerly known as
                                    Subchapter S)

                  [  ]     (v)      Other:


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
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         (e)      NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE
                  INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:

                  JAMES KEEGAN, JANE LUNDQUIST, ROBERT MONTGOMERY-RICE

         (f)      NAME OF PLAN:     SBERA 401(K) PLAN AS ADOPTED BY
                                    CAMBRIDGEPORT BANK

         (g)      THREE DIGIT PLAN NUMBER
                    FOR ANNUAL RETURN/REPORT:        002


2.       EFFECTIVE DATE

         (a)      This is a new Plan having an effective date of           .
                                                                 ----------

         (b)      This is an amended Plan.

                  The effective date of the original Plan was JULY 1, 1993 .
                                                              ------------

                  The effective date of the amended Plan is JANUARY 1, 2000 .
                                                            ---------------

         (c)      If different from above,  the Effective Date for the Plan's
                  Elective  Deferral  provisions  shall be           .
                                                           ----------


3.       DEFINITIONS

         (a)      "Collective or Commingled Funds"

                  [  ]     (i)      Not Applicable - Non-Institutional Trustee.

                  [X]      (ii)     Investment in collective or commingled
                                    funds as permitted at paragraph 13.3(b) of
                                    the Basic Plan Document #R1 shall only be
                                    made to the following specifically named
                                    fund(s): .

                                    SBERA COMMON AND COLLECTIVE TRUST
                                    ---------------------------------
                                    ----------------
                                    ----------------

                  Funds made available after the execution of this Adoption
                  Agreement will be listed on schedules attached to the end of
                  this Adoption Agreement.


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                                                             PROFIT-SHARING PLAN
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         (b)      "Compensation" [paragraph 1.12]

                  (i)      Compensation Measurement Period - Compensation shall
                           be determined on the basis of the:

                           [X]      (1)     Plan Year.

                           [  ]     (2)     Employer's Taxable Year.

                           [  ]     (3)     Calendar Year.

                           Compensation shall be determined on the basis of the
                           following safe-harbor definition of Compensation in
                           IRS Regulation Section 1.414(s)-1(c):

                           [  ]     (4)     Code Section 6041 and 6051
                                            Compensation,

                           [X]      (5)     Code Section 3401(a) Compensation,
                                            or

                           [  ]     (6)     Code Section 415 Compensation.

                  (ii)     Application of Salary Savings Agreements:

                           Compensation shall exclude Employer contributions
                           made pursuant to a Salary Savings Agreement under:

                           [  ]     (1)     Not applicable, no such agreement
                                            exists.

                           [X]      (2)     Not applicable, no Employer
                                            contributions made pursuant to a
                                            Salary Savings Agreement shall be
                                            excluded.

                           [  ]     (3)     A Cash or Deferred Profit-Sharing
                                            Plan under Code Section 401(k) or
                                            Simplified Employee Pension under
                                            Code Section 402(h)(1)(B).

                           [  ]     (4)     A flexible benefit plan under Code
                                            Section 125.

                           [  ]     (5)     A tax deferred annuity under Code
                                            Section 403(b).

                  (iii)    Exclusions From Compensation:

                           (1)      overtime.

                           (2)      bonuses.


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
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                           (3)      commissions.

                           (4)
                                    ------------------------------

<TABLE>
<CAPTION>
                           Type of Contribution(s)                                      Exclusion(s)
                           -----------------------                                      ------------
<S>                                                                                     <C>
                           Elective Deferrals [Section 7(b)]                            _________

                           Matching Contributions [Section 7(c)]                        _________

                           Qualified Non-Elective Contributions [Section 7(d)]
                           and Non-Elective Contributions [Section 7(e)]                _________
</TABLE>

                  (iv)     Maximum Compensation

                           For purposes of the Plan, Compensation shall be
                           limited to $ , the maximum amount which will be
                           considered for Plan purposes. [If an amount is
                           specified, it will limit the amount of contributions
                           allowed on behalf of higher compensated Employees.
                           Completion of this section is not intended to
                           coordinate with the $200,000 limit of Code Section
                           415(d), thus the amount should be less than the
                           $200,000 limit as adjusted for cost-of-living
                           increases.]

         (c)      "Entry Date" [paragraph 1.30]

                  (i)      The first day of the Plan Year during which an
                           Employee meets the eligibility requirements.

                  (ii)     The first day of the Plan Year nearest the date on
                           which an Employee meets the eligibility requirements.

                  (iii)    The earlier of the first day of the Plan Year or the
                           first day of the seventh month of the Plan Year
                           coinciding with or following the date on which an
                           Employee meets the eligibility requirements.

                  (iv)     The first day of the Plan Year following the date on
                           which the Employee meets the eligibility
                           requirements. If this election is made, the Service
                           requirement at 4(a)(ii) may not exceed 1/2 year and
                           the age requirement at 4(b)(ii) may not exceed 20
                           1/2.

                  (v)      The first day of the month coinciding with or
                           following the date on which an Employee meets the
                           eligibility requirements.

                  (vi)     The first day of the Plan Year, or the first day of
                           the fourth month, or the first day of the seventh
                           month or the first day of the tenth month, of the
                           Plan Year


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
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                           coinciding with or following the date on which an
                           Employee meets the eligibility requirements.

                  Indicate Entry Date(s) to be used by specifying option from
                  list above:

<TABLE>
<CAPTION>
                  Type of Contribution(s)                                       Entry Date(s)
                  -----------------------                                       -------------
<S>                                                                             <C>
                  For Discretionary Profit-Sharing Contributions
                  under 7(e), (f) and (g)                                       -------

                  For all other contributions (Option (i) not
                  available for these contributions)                                  v
                                                                                -------
</TABLE>

         (d)      "Hour of Service" [paragraph 1.41]

                  Shall be determined on the basis of the method selected below.
                  Only one method may be selected. The method selected shall be
                  applied to all Employees covered under the Plan as follows:

                  [X]      (i)      On the basis of actual hours for which an
                                    Employee is paid or entitled to payment.

                  [  ]     (ii)     On the basis of days worked.
                                    An Employee shall be credited with ten (10)
                                    Hours of Service if under paragraph 1.41 of
                                    the Basic Plan Document #R1 such Employee
                                    would be credited with at least one (1) Hour
                                    of Service during the day.

                  [  ]     (iii)    On the basis of weeks worked.
                                    An Employee shall be credited with
                                    forty-five (45) Hours of Service if under
                                    paragraph 1.41 of the Basic Plan Document
                                    #R1 such Employee would be credited with at
                                    least one (1) Hour of Service during the
                                    week.

                  [  ]     (iv)     On the basis of semi-monthly payroll
                                    periods.
                                    An Employee shall be credited with
                                    ninety-five (95) Hours of Service if under
                                    paragraph 1.41 of the Basic Plan Document
                                    #R1 such Employee would be credited with at
                                    least one (1) Hour of Service during the
                                    semi-monthly payroll period.

                  [  ]     (v)      On the basis of months worked.
                                    An Employee shall be credited with
                                    one-hundred-ninety (190) Hours of Service if
                                    under paragraph 1.41 of the Basic Plan
                                    Document #R1 such Employee would be credited
                                    with at least one (1) Hour of Service during
                                    the month.



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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
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         (e)      "Limitation Year" [paragraph 1.44]

                  The 12-consecutive month period commencing on JANUARY 1 and
                  ending on DECEMBER 31.

                  If applicable, the Limitation Year will be a short Limitation
                  Year commencing on and ending on . Thereafter, the Limitation
                  Year shall end on the date last specified above.

         (f)      "Net Profit"

                  [X]      (i)      Not applicable (profits will not be required
                                    for any contributions to the Plan).

                  [  ]     (ii)     As defined in paragraph 1.48 of the Basic
                                    Plan Document #R1.

                  [  ]     (iii)    Shall be defined as:
                                    _______________
                                    _______________
                                    (Only use if definition in paragraph 1.48 of
                                    the Basic Plan Document #R1 is to be
                                    superseded.)

         (g)      "Plan Year" [paragraph 1.57]

                  The 12-consecutive month period commencing on JANUARY 1 and
                  ending on DECEMBER 31 .

                  If applicable, the Plan Year will be a short Plan Year
                  commencing on and ending on . Thereafter, the Plan Year shall
                  end on the date last specified above.

         (h)      "Qualified Early Retirement Age"

                  For purposes of making distributions under the provisions of a
                  Qualified Domestic Relations Order, the Plan's Qualified Early
                  Retirement Age with regard to the Participant against whom the
                  order is entered [X] shall [ ] shall not be the date the order
                  is determined to be qualified. If "shall" is elected, this
                  will only allow payout to the alternate payee(s).

         (i)      "Qualified Joint and Survivor Annuity"

                  The safe-harbor provisions of paragraph 8.7 of the Basic Plan
                  Document #R1 [X] are [ ] are not applicable. If not
                  applicable, the survivor annuity shall be % (50%, 66-2/3%, 75%
                  or 100%) of the annuity payable during the lives of the
                  Participant and Spouse. If no answer is specified, 50% will be
                  used.



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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
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         (j)      "Taxable Wage Base" [paragraph 1.63]

                  [X]      (i)      Not Applicable - Plan is not integrated with
                                    Social Security.

                  [  ]     (ii)     The maximum earnings considered wages for
                                    such Plan Year under Code Section 3121(a).

                  [  ]     (iii)    ______% (not more than 100%) of the amount
                                    considered wages for such Plan Year under
                                    Code Section 3121(a).

                  [  ]     (iv)     $__________, provided that such amount is
                                    not in excess of the amount determined under
                                    paragraph 3(j)(ii) above.

                  [  ]     (v)      For the 1989 Plan Year $10,000. For all
                                    subsequent Plan Years, 20% of the maximum
                                    earnings considered wages for such Plan Year
                                    under Code Section 3121(a).

                  NOTE:    Using less than the maximum at (ii) may result in a
                           change in the allocation formula in Section 7.

         (k)      "Valuation Date(s)"

                  Allocations to Participant Accounts will be done in accordance
                  with Article V of the Basic Plan Document #R1:

                  (i)      Daily                     (v)      Quarterly

                  (ii)     Weekly                    (vi)     Semi-Annually

                  (iii)    Monthly                   (vii)    Annually

                  (iv)     Bi-Monthly

                  Indicate Valuation Date(s) to be used by specifying option
                  from list above:

<TABLE>
<CAPTION>
                  Type of Contribution(s)                                       Valuation Date(s)
                  -----------------------                                       -----------------
<S>                                                                             <C>
                  After-Tax Voluntary Contributions [Section 6(b)]
                                                                                ------------

                  Elective Deferrals [Section 6(a)]                                   i
                                                                                ------------

                  Matching Contributions [Section 7(c)]                               i
                                                                                ------------

                  Qualified Non-Elective Contributions [Section 7(d)]
                                                                                ------------


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                  Non-Elective Contributions [Section 7(e), (f), (g)]           ------------

                  Minimum Top-Heavy Contributions [Section 7(i)]                      i
                                                                                ------------
</TABLE>

         (l)      "Year of Service"

                  (i)      For Eligibility Purposes: The 12-consecutive month
                           period during which an Employee is credited with 1000
                           (not more than 1,000) Hours of Service.

                  (ii)     For Allocation Accrual Purposes: The 12-consecutive
                           month period during which an Employee is credited
                           with 1 (not more than 1,000) Hours of Service. -
                                -
                  (iii)    For Vesting Purposes: The 12-consecutive month period
                           during which an Employee is credited with ---------
                           (not more than 1,000) Hours of Service. ----------


4.       ELIGIBILITY REQUIREMENTS [ARTICLE II]

         (a)      Service:

                  (i)      For Elective Deferrals, and Required Voluntary
                           Contributions or Employer Contributions [unless
                           specified otherwise at (ii) below]:

                           [  ]     (1)     The Plan shall have no service
                                            requirement.

                           [X]      (2)     The Plan shall cover only Employees
                                            having completed at least 1 [not
                                            more than three (3)] Years of
                                            Service. If more than one (1) is
                                            specified, for Plan Years beginning
                                            in 1989 and later, the answer will
                                            be deemed to be one (1).


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                  (ii)     For contributions [not covered at (i) above] specify
                           the Service requirements below:

<TABLE>
<CAPTION>
                                                                                 Service
                           Type of Contribution                                Requirement
                           --------------------                                -----------
<S>                                                                            <C>
                           Employer Matching
                                                                               -----------

                           Qualified Non-Elective
                                                                               -----------

                           Descretionary Profit-Sharing
                                                                               -----------

                           Required Voluntary
                                                                               -----------
</TABLE>

                           Not more than three (3) years may be specified. If
                           more than two (2) years is specified, for Plan Years
                           beginning in 1989 and later, the requirement will be
                           deemed to be two (2) years.

                  NOTE:      If the eligibility period selected is or includes a
                             fractional year, an Employee will not be required
                             to complete any specified number of Hours of
                             Service to receive credit for such period.
                             Participants will be eligible for Top-Heavy minimum
                             contributions after the period in (i) above,
                             assuming they satisfy the other requirements of
                             this Section 4.

         (b)      Age:

                  [ ]      (i)      The Plan shall have no minimum age
                                    requirement.

                  [X]      (ii)     The Plan shall cover only Employees having
                                    attained age 21 (not more than age 21).

         (c)      Classification:

                  The Plan shall cover all Employees who have met the age and
                  service requirements with the following exceptions:

                  [X]      (i)      No exceptions.

                  [ ]      (ii)     The Plan shall exclude Employees included in
                                    a unit of Employees covered by a collective
                                    bargaining agreement between the Employer
                                    and Employee Representatives, if retirement
                                    benefits were the subject of good faith
                                    bargaining. For this purpose, the term
                                    "Employee Representative"


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
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                                    does not include any organization more than
                                    half of whose members are Employees who are
                                    owners, officers, or executives of the
                                    Employer.

                  [ ]      (iii)    The Plan shall exclude Employees who are
                                    nonresident aliens and who receive no earned
                                    income from the Employer which constitutes
                                    income from sources within the United
                                    States.

                  [ ]      (iv)     The Plan shall exclude from participation
                                    any nondiscriminatory classification of
                                    Employees determined as follows:

                                    ________________________
                                    ________________________
                                    ________________________

         (d)      Employees on Effective Date:

                  [  ]     (i)      Not Applicable. All Employees will be
                                    required to satisfy both the age and Service
                                    requirements specified above.

                  [  ]     (ii)     Employees employed on the Plan's Effective
                                    Date do not have to satisfy the Service
                                    requirements specified above at [ ] (a)(i),
                                    [ ] (a)(ii), [ ] both.

                  [  ]     (iii)    Employees employed on the Plan's Effective
                                    Date do not have to satisfy the age
                                    requirements specified above.


5.       RETIREMENT AGES

         (a)      Normal Retirement Age:

                  If the Employer imposes a requirement that Employees retire
                  upon reaching a specified age, the Normal Retirement Age
                  selected below may not exceed the Employer imposed mandatory
                  retirement age.

                  [X]      (i)      Normal Retirement Age shall be 65 (not to
                                    exceed age 65).

                  [ ]      (ii)     Normal Retirement Age shall be the later of
                                    attaining age (not to exceed age 65) or the
                                    (not to exceed the 5th) anniversary of the
                                    first day of the first Plan Year in which
                                    the Participant commenced participation in
                                    the Plan.


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
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         (b)      Early Retirement Age:

                  [ ]      (i)      Not Applicable.

                  [X]      (ii)     The Plan shall have an Early Retirement Age
                                    of 59 1/2 (not less than 55) and completion
                                    of Years of Service.


6.       EMPLOYEE CONTRIBUTIONS

         [X]      (a)      Participants shall be permitted to make Elective
                           Deferrals in any amount from 1 % up to 15 % of their
                           Compensation.

                           If (a) is applicable, Participants shall be permitted
                           to amend their Salary Savings Agreements to change
                           the contribution percentage as provided below:

                           [  ]     (i)     On the Anniversary Date of the Plan,

                           [  ]     (ii)    On the Anniversary Date of the Plan
                                            and on the first day of the seventh
                                            month of the Plan Year,

                           [X]      (iii)   On the Anniversary Date of the Plan
                                            and on the first day following any
                                            Valuation Date, or

                           [  ]     (iv)    Upon 30 days notice to the Employer.

         [  ]     (b)      Participants shall be permitted to make after tax
                           Voluntary Contributions.

         [  ]     (c)      Participants shall be required to make after tax
                           Voluntary Contributions as follows (Thrift Savings
                           Plan):


                           [  ]     (i)               % of Compensation.
                                            ----------

                           [  ]     (ii)    A percentage determined by the
                                            Employee on his or her enrollment
                                            form.

         [  ]     (d)      If necessary to pass the Average Deferral Percentage
                           Test, Participants [ ] may [ ] may not have Elective
                           Deferrals recharacterized as Voluntary Contributions.

                  NOTE:      The Average Deferral Percentage Test will apply to
                             contributions under (a) above. The Average
                             Contribution Percentage Test will apply to
                             contributions under (b) and (c) above, and may
                             apply to (a).


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                                                             PROFIT-SHARING PLAN
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7.       EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

         NOTE:      The Employer shall make contributions to the Plan in
                    accordance with the formula or formulas selected below. The
                    Employer's contribution shall be subject to the limitations
                    contained in Articles III and X. For this purpose, a
                    contribution for a Plan Year shall be limited for the
                    Limitation Year which ends with or within such Plan Year.
                    Also, the integrated allocation formulas below are for Plan
                    Years beginning in 1989 and later. The Employer's allocation
                    for earlier years shall be as specified in its Plan prior to
                    amendment for the Tax Reform Act of 1986.

         (a)      Profits Requirement:

                  (i)      Current or Accumulated Net Profits are required for:

                           [  ]     (A)     Matching Contributions.

                           [  ]     (B)     Qualified Non-Elective
                                            Contributions.

                           [  ]     (C)     Discretionary Contributions.

                  (ii)     No Net Profits are required for:

                           [X]      (A)     Matching Contributions.

                           [  ]     (B)     Qualified Non-Elective
                                            Contributions.

                           [  ]     (C)     Discretionary Contributions.

                  NOTE:      Elective Deferrals can always be contributed
                             regardless of profits.

[  ]     (b)      Salary Savings Agreement:

                  The Employer shall contribute and allocate to each
                  Participant's account an amount equal to the amount withheld
                  from the Compensation of such Participant pursuant to his or
                  her Salary Savings Agreement. If applicable, the maximum
                  percentage is specified in Section 6 above.

                  An Employee who has terminated his or her election under the
                  Salary Savings Agreement other than for Hardship reasons may
                  not make another Elective Deferral:

                  [  ]     (i)      until the first day of the next Plan Year.


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                  [X]      (ii)     until the first day of the [X] next
                                    valuation period. [ ] second valuation
                                    period following termination. [ ] third
                                    valuation period following termination.

                  [  ]     (iii)    for a period of __________ month(s) (not to
                                    exceed 12 months).

[X]      (c)      Matching Employer Contribution [See paragraphs (h) and (i)]:

                  [X]      (i)      PERCENTAGE MATCH: The Employer shall
                                    contribute and allocate to each eligible
                                    Participant's account an amount equal to 100
                                    % of the amount contributed and allocated in
                                    accordance with paragraph 7(b) above and (if
                                    checked) _______% of [ ] the amount of
                                    Voluntary Contributions made in accordance
                                    with paragraph 4.1 of the Basic Plan
                                    Document #R1. The Employer shall not match
                                    Participant Elective Deferrals as provided
                                    above in excess of $_______ or in excess of
                                    3 % of the Participant's Compensation or if
                                    applicable, Voluntary Contributions in
                                    excess of $________ or in excess of ______%
                                    of the Participant's Compensation. In no
                                    event will the match on both Elective
                                    Deferrals and Voluntary Contributions exceed
                                    a combined amount of $_______ or ______%.

                  [  ]     (ii)     DISCRETIONARY MATCH: The Employer shall
                                    contribute and allocate to each eligible
                                    Participant's account a percentage of the
                                    Participant's Elective Deferral contributed
                                    and allocated in accordance with paragraph
                                    7(b) above. The Employer shall set such
                                    percentage prior to the end of the Plan
                                    Year. The Employer shall not match
                                    Participant Elective Deferrals in excess of
                                    $ or in excess of % of the Participant's
                                    Compensation.

                  [  ]     (iii)    TIERED MATCH: The Employer shall contribute
                                    and allocate to each Participant's account
                                    an amount equal to % of the first % of the
                                    Participant's Compensation, to the extent
                                    deferred.

                                    ________% of the next ______% of the
                                    Participant's Compensation, to the extent
                                    deferred.

                                    _______% of the next _______% of the
                                    Participant's Compensation, to the extent
                                    deferred.

                  NOTE:      Percentages specified in (iii) above may not
                             increase as the percentage of Participant's
                             contribution increases.

                  [  ]     (iv)     FLAT DOLLAR MATCH: The Employer shall
                                    contribute and allocate to each
                                    Participant's account $________ if the
                                    Participant defers at least 1% of
                                    Compensation.


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                  [  ]     (v)      PERCENTAGE OF COMPENSATION MATCH: The
                                    Employer shall contribute and allocate to
                                    each Participant's account _______% of
                                    Compensation if the Participant defers at
                                    least 1% of Compensation.

                  [  ]     (vi)     PROPORTIONATE COMPENSATION MATCH: The
                                    Employer shall contribute and allocate to
                                    each Participant who defers at least 1% of
                                    Compensation, an amount determined by
                                    multiplying such Employer Matching
                                    Contribution by a fraction the numerator of
                                    which is the Participant's Compensation and
                                    the denominator of which is the Compensation
                                    of all Participants eligible to receive such
                                    an allocation. The Employer shall set such
                                    discretionary contribution prior to the end
                                    of the Plan Year.

                  [  ]     (vii)    QUALIFIED MATCH: Employer Matching
                                    Contributions will be treated as Qualified
                                    Matching Contributions to the extent
                                    specified below:

                                    [  ]    (A)      All Matching Contributions.

                                    [  ]    (B)      None.

                                    [  ]    (C)      _______% of the Employer's
                                                     Matching Contribution.

                                    [  ]    (D)      up to _______% of each
                                                     Participant's Compensation.

                                    [  ]    (E)      The amount necessary to
                                                     meet the [ ] Average
                                                     Deferral Percentage (ADP)
                                                     test, [ ] Average
                                                     Contribution Percentage
                                                     (ACP) test, [ ] Both the
                                                     ADP and ACP tests.

                           (viii)   MATCHING CONTRIBUTION COMPUTATION PERIOD:
                                    The time period upon which matching
                                    contributions will be based shall be

                                    [ ]     (A)      weekly

                                    [X]     (B)      bi-weekly

                                    [ ]     (C)      semi-monthly

                                    [X]     (D)      monthly

                                    [ ]     (E)      quarterly

                                    [ ]     (F)      semi-annually

                                    [ ]     (G)      annually


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                                                                            #012




                           (ix)     ELIGIBILITY FOR MATCH: Employer Matching
                                    Contributions, whether or not Qualified,
                                    will only be made on Employee Contributions
                                    not withdrawn prior to the end of the [X]
                                    valuation period [ ] Plan Year.

[  ]     (d)      Qualified Non-Elective Employer Contribution - [See paragraphs
                  (h) and (i)] These contributions are fully vested when
                  contributed.

                  The Employer shall have the right to make an additional
                  discretionary contribution which shall be allocated to each
                  eligible Employee in proportion to his or her Compensation as
                  a percentage of the Compensation of all eligible Employees.
                  This part of the Employer's contribution and the allocation
                  thereof shall be unrelated to any Employee contributions made
                  hereunder. The amount of Qualified non-Elective Contributions
                  taken into account for purposes of meeting the ADP or ACP test
                  requirements is:

                  [  ]     (i)      All such Qualified non-Elective
                                    Contributions.

                  [  ]     (ii)     The amount necessary to meet [ ] the ADP
                                    test, [ ] the ACP test, [ ] Both the ADP and
                                    ACP tests.

                  Qualified non-Elective Contributions will be made to:

                  [  ]     (iii)    All Employees eligible to participate.

                  [  ]     (iv)     Only non-Highly Compensated Employees
                                    eligible to participate.

[  ]     (e)      Additional Employer Contribution Other Than Qualified
                  Non-Elective Contributions - Non-Integrated [See paragraphs
                  (h) and (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution which shall be allocated to each
                  eligible Employee in proportion to his or her Compensation as
                  a percentage of the Compensation of all eligible Employees.
                  This part of the Employer's contribution and the allocation
                  thereof shall be unrelated to any Employee contributions made
                  hereunder.

[  ]     (f)      Additional Employer Contribution - Integrated Allocation
                  Formula [See paragraphs (h) and (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution. The Employer's contribution for
                  the Plan Year plus any forfeitures shall be allocated to the
                  accounts of eligible Participants as follows:

                  (i)      First, to the extent contributions and forfeitures
                           are sufficient, all Participants will receive an
                           allocation equal to 3% of their Compensation.


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                                                             PROFIT-SHARING PLAN
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                  (ii)     Next, any remaining Employer Contributions and
                           forfeitures will be allocated to Participants who
                           have Compensation in excess of the Taxable Wage Base
                           (excess Compensation). Each such Participant will
                           receive an allocation in the ratio that his or her
                           excess compensation bears to the excess Compensation
                           of all Participants. Participants may only receive an
                           allocation of 3% of excess Compensation.

                  (iii)    Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants in
                           the ratio that their Compensation plus excess
                           Compensation bears to the total Compensation plus
                           excess Compensation of all Participants. Participants
                           may only receive an allocation of up to 2.7% of their
                           Compensation plus excess Compensation, under this
                           allocation method. If the Taxable Wage Base defined
                           at Section 3(j) is less than or equal to the greater
                           of $10,000 or 20% of the maximum, the 2.7% need not
                           be reduced. If the amount specified is greater than
                           the greater of $10,000 or 20% of the maximum Taxable
                           Wage Base, but not more than 80%, 2.7% must be
                           reduced to 1.3%. If the amount specified is greater
                           than 80% but less than 100% of the maximum Taxable
                           Wage Base, the 2.7% must be reduced to 2.4%.

                  NOTE:      If the Plan is not Top-Heavy or if the Top-Heavy
                             minimum contribution or benefit is provided under
                             another Plan [see Section 11(d)(ii)] covering the
                             same Employees, sub-paragraphs (i) and (ii) above
                             may be disregarded and 5.7%, 4.3% or 5.4% may be
                             substituted for 2.7%, 1.3% or 2.4% where it appears
                             in (iii) above.

                  (iv)     Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants
                           (whether or not they received an allocation under the
                           preceding paragraphs) in the ratio that each
                           Participant's Compensation bears to all Participants'
                           Compensation.

[  ]     (g)      Additional Employer Contribution-Alternative Integrated
                  Allocation Formula [See paragraph (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution. To the extent that such
                  contributions are sufficient, they shall be allocated as
                  follows:

                  _____% of each eligible Participant's Compensation plus % of
                  Compensation in excess of the Taxable Wage Base defined at
                  Section 3(j) hereof. The percentage on excess compensation may
                  not exceed the lesser of (i) the amount first specified in
                  this paragraph or (ii) the greater of 5.7% or the percentage
                  rate of tax under Code Section 3111(a) as in effect on the
                  first day of the Plan Year attributable to the Old Age (OA)
                  portion of the OASDI provisions of the Social Security Act. If
                  the Employer specifies a Taxable Wage Base in Section 3(j)
                  which is lower than the Taxable Wage Base for Social Security


                                       16

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                                                              REGIONAL PROTOTYPE
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                                                             PROFIT-SHARING PLAN
                                                                            #012



                  purposes (SSTWB) in effect as of the first day of the Plan
                  Year, the percentage contributed with respect to excess
                  Compensation must be adjusted. If the Plan's Taxable Wage Base
                  is greater than the larger of $10,000 or 20% of the SSTWB but
                  not more than 80% of the SSTWB, the excess percentage is 4.3%.
                  If the Plan's Taxable Wage Base is greater than 80% of the
                  SSTWB but less than 100% of the SSTWB, the excess percentage
                  is 5.4%.

         NOTE:      Only one plan maintained by the Employer may be integrated
                    with Social Security.

         (h)      Allocation of Excess Amounts (Annual Additions)

                  In the event that the allocation formula above results in an
                  Excess Amount, such excess shall be:

                  [X]      (i)      placed in a suspense account accruing no
                                    gains or losses for the benefit of the
                                    Participant.

                  [ ]      (ii)     reallocated as additional Employer
                                    contributions to all other Participants to
                                    the extent that they do not have any Excess
                                    Amount.

         (i)      Minimum Employer Contribution Under Top-Heavy Plans:

                  For any Plan Year during which the Plan is Top-Heavy, the sum
                  of the contributions and forfeitures as allocated to eligible
                  Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of
                  this Adoption Agreement shall not be less than the amount
                  required under paragraph 14.2 of the Basic Plan Document #R1.
                  Top-Heavy minimums will be allocated to:

                  [X]      (i)      all eligible Participants.

                  [ ]      (ii)     only eligible non-Key Employees who are
                                    Participants.

         (j)      Return of Excess Contributions and/or Excess Aggregate
                  Contributions:

                  In the event that one or more Highly Compensated Employees are
                  subject to both the ADP and ACP tests and the sum of such
                  tests exceeds the Aggregate Limit, the limit will be satisfied
                  by reducing the:

                  [X]      (i)      the ADP of the affected Highly Compensated
                                    Employees.

                  [ ]      (ii)     the ACP of the affected Highly Compensated
                                    Employees.

                  [ ]      (iii)    a combination of the ADP and ACP of the
                                    affected Highly Compensated Employees.


                                       17

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                                                             PROFIT-SHARING PLAN
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8.       ALLOCATIONS TO TERMINATED EMPLOYEES [PARAGRAPH 5.3]

         [ ]               (a) The Employer will not allocate Employer related
                           contributions to Employees who terminate during a
                           Plan Year, unless required to satisfy the
                           requirements of Code Section 401(a)(26) and 410(b).
                           (These requirements are effective for 1989 and
                           subsequent Plan Years.)

         [ ]               (b) The Employer will allocate Employer matching
                           and other related contributions as indicated below to
                           Employees who terminate during the Plan Year as a
                           result of:

Matching         Other
--------         -----

[X]              [  ]     (i)      Retirement.

[X]              [  ]     (ii)     Disability.

[X]              [  ]     (iii)    Death.

[ ]              [  ]     (iv)     Other termination of employment provided that
                                   the Participant has completed a Year of
                                   Service as defined for Allocation Accrual
                                   Purposes.

[X]              [  ]     (v)      Other termination of employment even though
                                   the Participant has not completed a Year of
                                   Service.

[ ]              [  ]     (vi)     Termination of employment (for any reason)
                                   provided that the Participant had completed a
                                   Year of Service for Allocation Accrual
                                   Purposes.


9.       ALLOCATION OF FORFEITURES

         NOTE:      Subsections (a), (b) and (c) below apply to forfeitures of
                    amounts other than Excess Aggregate Contributions.

         (a)      Allocation Alternatives:

                  If forfeitures are allocated to Participants, such allocation
                  shall be done in the same manner as the Employer's
                  contribution.

                  [X]      (i)      Not Applicable. All contributions are always
                                    fully vested.


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                                                             PROFIT-SHARING PLAN
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                  [ ]      (ii)     Forfeitures shall be allocated to
                                    Participants in the same manner as the
                                    Employer's contribution.

                                    If allocation to other Participants is
                                    selected, the allocation shall be as
                                    follows:

                                    [1]     Amount attributable to Employer
                                            Discretionary Contributions and
                                            Top-Heavy minimums will be allocated
                                            to:

                                            [  ]     all eligible Participants
                                                     under the Plan.

                                            [  ]     only those Participants
                                                     eligible for an allocation
                                                     of Employer contributions
                                                     in the current year.

                                            [  ]     only those Participants
                                                     eligible for an allocation
                                                     of matching contributions
                                                     in the current year.

                                    [2]     Amounts attributable to Employer
                                            Matching contributions will be
                                            allocated to:

                                            [  ]     all eligible Participants.

                                            [  ]     only those Participants
                                                     eligible for allocations of
                                                     matching contributions in
                                                     the current year.

                  [  ]     (iii)    Forfeitures shall be applied to reduce the
                                    Employer's contribution for such Plan Year.

                  [  ]     (iv)     Forfeitures shall be applied to offset
                                    administrative expenses of the Plan. If
                                    forfeitures exceed these expenses, (iii)
                                    above shall apply.

         (b)      Date for Reallocation:

         NOTE:      If no distribution has been made to a former Participant,
                    sub-section (i) below will apply to such Participant even if
                    the Employer elects (ii), (iii) or (iv) below as its normal
                    administrative policy.

                  [  ]     (i)      Forfeitures shall be reallocated at
                                    the end of the Plan Year during which the
                                    former Participant incurs his or her fifth
                                    consecutive one year Break In Service.

                  [  ]     (ii)     Forfeitures will be reallocated immediately
                                    (as of the next Valuation Date).


                                       19

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                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                  [  ]     (iii)    Forfeitures shall be reallocated at the end
                                    of the Plan Year during which the former
                                    Employee incurs his or her (1st, 2nd, 3rd,
                                    or 4th) consecutive one year Break In
                                    Service.

                  [  ]     (iv)     Forfeitures will be reallocated immediately
                                    (as of the Plan Year end).

         (c)      Restoration of Forfeitures:

                  If amounts are forfeited prior to five consecutive 1-year
                  Breaks in Service, the Funds for restoration of account
                  balances will be obtained from the following resources in the
                  order indicated (fill in the appropriate number):

                  [  ]     (i)      Current year's forfeitures.

                  [  ]     (ii)     Additional Employer contribution.

                  [  ]     (iii)    Income or gain to the Plan.

         (d)      Forfeitures of Excess Aggregate Contributions shall be:

                  [  ]     (i)      Applied to reduce Employer contributions.

                  [  ]     (ii)     Allocated, after all other forfeitures under
                                    the Plan, to the Matching Contribution
                                    account of each non-Highly Compensated
                                    Participant who made Elective Deferrals or
                                    Voluntary Contributions in the ratio which
                                    each such Participant's Compensation for the
                                    Plan Year bears to the total Compensation of
                                    all Participants for such Plan Year. Such
                                    forfeitures cannot be allocated to the
                                    account of any Highly Compensated Employee.

                  Forfeitures of Excess Aggregate Contributions will be so
                  applied at the end of the Plan Year in which they occur.


10.      CASH OPTION

         [  ]     (a)      The Employer may permit a Participant to elect to
                           defer to the Plan, an amount not to exceed _______%
                           of any Employer paid cash bonus made for such
                           Participant for any year. A Participant must file an
                           election to defer such contribution at least fifteen
                           (15) days prior to the end of the Plan Year. If the
                           Employee fails to make such an election, the entire
                           Employer paid cash bonus to which the Participant
                           would be entitled shall be paid as cash and not to
                           the Plan. Amounts deferred under this section shall
                           be treated for all purposes as Elective Deferrals.
                           Notwithstanding the above, the election to defer must
                           be made before the bonus is made available to the
                           Participants.


                                       20

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                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


         [X]      (b)      Not Applicable.


11.      LIMITATIONS ON ALLOCATIONS [ARTICLE X]

         [ ]      This is the only Plan the Employer maintains or ever
                  maintained; therefore, this section is not applicable.

         [X]      The Employer does maintain or has maintained another Plan
                  (including a Welfare Benefit Fund or an individual medical
                  account [as defined in Code Section 415(l)(2)], under which
                  amounts are treated as Annual Additions) and has completed the
                  proper sections below.

                  Complete (a), (b) and (c) only if the Employer maintains or
                  ever maintained another qualified plan, including a Welfare
                  Benefit Fund or an individual medical account [as defined in
                  Code Section 415(l)(2)] in which any Participant in this Plan
                  is (or was) a participant or could possibly become a
                  participant.

         (a)      If the Participant is covered under another qualified Defined
                  Contribution Plan maintained by the Employer, other than a
                  Regional Prototype Plan:

                  [X]      (i)      the provisions of Article X of the Basic
                                    Plan Document #R1 will apply, as if the
                                    other plan were a Regional Prototype Plan.

                  [ ]      (ii)     Attach provisions stating the method under
                                    which the plans will limit total Annual
                                    Additions to the Maximum Permissible Amount,
                                    and will properly reduce any Excess Amounts,
                                    in a manner that precludes Employer
                                    discretion.

         (b)      If a Participant is or ever has been a participant in a
                  Defined Benefit Plan maintained by the Employer:

                  Attach provisions which will satisfy the 1.0 limitation of
                  Code Section 415(e). Such language must preclude Employer
                  discretion. The Employer must also specify the interest and
                  mortality assumptions used in determining Present Value in the
                  Defined Benefit Plan.

         (c)      The minimum contribution or benefit required under Code
                  Section 416 relating to Top-Heavy Plans shall be satisfied by:

                  [ ]      (i)      This Plan.

                  [X]      (ii)     SBERA PENSION PLAN AS ADOPTED BY
                                    CAMBRIDGEPORT BANK
                                    ---------------------------------


                                       21

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                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                                    (Name of other qualified plan of the
                                    Employer).

                  [ ]      (iii)    Attach provisions stating the method under
                                    which the minimum contribution and benefit
                                    provisions of Code Section 416 will be
                                    satisfied. If a Defined Benefit Plan is or
                                    was maintained, an attachment must be
                                    provided showing interest and mortality
                                    assumptions used in the Top-Heavy Ratio.


12.      VESTING [ARTICLE IX]

         Employees shall have a fully vested and nonforfeitable interest in any
         Employer contribution and the investment earnings thereon made in
         accordance with paragraphs (select one or more options) [X] 7(c), [ ]
         7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under
         paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or
         more of the foregoing options are not selected, such Employer
         contributions shall be subject to the vesting table selected by the
         Employer.

         Each Participant shall acquire a vested and nonforfeitable percentage
         in his or her account balance attributable to Employer contributions
         and the earnings thereon under the procedures selected below except
         with respect to any Plan Year during which the Plan is Top-Heavy, in
         which case the Two-twenty vesting schedule [option (b)(iv)] shall
         automatically apply unless the Employer has already elected a faster
         vesting schedule. If the Plan is switched to option (b)(iv), because of
         its Top-Heavy status, that vesting schedule will remain in effect even
         if the Plan later becomes non-Top-Heavy until the Employer executes an
         amendment of this Adoption Agreement indicating otherwise.

         (a)      Computation Period:

                  The computation period for purposes of determining Years of
                  Service and Breaks in Service for purposes of computing a
                  Participant's nonforfeitable right to his or her account
                  balance derived from Employer contributions:

                  [X]      (i)      shall not be applicable since Participants
                                    are always fully vested,

                  [ ]      (ii)     shall commence on the date on which an
                                    Employee first performs an Hour of Service
                                    for the Employer and each subsequent
                                    12-consecutive month period shall commence
                                    on the anniversary thereof, or

                  [ ]      (iii)    shall commence on the first day of the Plan
                                    Year during which an Employee first performs
                                    an Hour of Service for the Employer and each
                                    subsequent 12-consecutive month period shall
                                    commence on the anniversary thereof.


                                       22

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                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                  A Participant shall receive credit for a Year of Service if he
                  or she completes at least 1,000 Hours of Service [or if
                  lesser, the number of hours specified at 3(l)(iii) of this
                  Adoption Agreement] at any time during the 12-consecutive
                  month computation period. Consequently, a Year of Service may
                  be earned prior to the end of the 12-consecutive month
                  computation period and the Participant need not be employed at
                  the end of the 12-consecutive month computation period to
                  receive credit for a Year of Service.

         (b)      Vesting Schedules:

         NOTE:      The vesting schedules below only apply to a Participant who
                    has at least one Hour of Service during or after the 1989
                    Plan Year. If applicable, Participants who separated from
                    Service prior to the 1989 Plan Year will remain under the
                    vesting schedule as in effect in the Plan prior to amendment
                    for the Tax Reform Act of 1986.

                  (i)      Full and immediate vesting.

<TABLE>
<CAPTION>
                                                Years of Service
                                                ----------------

                                    1            2            3            4            5            6          7
                                   ---          ---          ---          ---          ---          ---        ---
<S>                                  <C>       <C>          <C>           <C>          <C>          <C>        <C>
                  (ii)               %         100%
                  (iii)              %            %         100%
                  (iv)               %          20%          40%          60%          80%          100%
                  (v)                %            %          20%          40%          60%           80%       100%
                  (vi)             10%          20%          30%          40%          60%           80%       100%
                  (vii)              %            %            %            %         100%
                  (viii)             %            %            %            %         ___%             %       100%
</TABLE>

         NOTE:      The percentages selected for schedule (viii) may not be less
                    for any year than the percentages shown at schedule (v).

                  [X]      All contributions other than those which are fully
                           vested when contributed will vest under schedule i
                           above.

                  [ ]      Contributions other than those which are fully vested
                           when contributed will vest as provided below:


                                       23

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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012



                        Vesting
                  Option Selected           Type Of Employer Contribution
                  ---------------           -----------------------------

                                            7(c) Employer Match on Salary
                  ___________               Savings

                                            7(c) Employer Match on Employee
                  ___________               Voluntary

                                            7(e) Employer Discretionary

                  ___________               7(f) & (g) Employer Discretionary -
                                            Integrated

         (c)      Service disregarded for Vesting:

                  [X]      (i)      Not Applicable. All Service shall be
                                    considered.

                  [ ]      (ii)     Service prior to the Effective Date of this
                                    Plan or a predecessor plan shall be
                                    disregarded when computing a Participant's
                                    vested and nonforfeitable interest.

                  [ ]      (iii)    Service prior to a Participant having
                                    attained age 18 shall be disregarded when
                                    computing a Participant's vested and
                                    nonforfeitable interest.


13.      SERVICE WITH PREDECESSOR ORGANIZATION

         For purposes of satisfying the Service requirements for eligibility,
         Hours of Service shall include Service with the following predecessor
         organization(s):
         (These hours will also be used for vesting purposes.)

         ___________________________
         ___________________________


14.      ROLLOVER/TRANSFER CONTRIBUTIONS

         (a)      Rollover Contributions, as described at paragraph 4.3 of the
                  Basic Plan Document #R1, [X] shall [ ] shall not be permitted.
                  If permitted, Employees [X] may [ ] may not make Rollover
                  Contributions prior to meeting the eligibility requirements
                  for participation in the Plan.

         (b)      Transfer Contributions, as described at paragraph 4.4 of the
                  Basic Plan Document #R1, [X] shall [ ] shall not be permitted.
                  If permitted, Employees [X] may [ ] may not Transfer
                  Contributions prior to meeting the eligibility requirements
                  for participation in the Plan.


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                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012



         NOTE:      Even if available, the Employer may refuse to accept such
                    contributions if its Plan meets the safe-harbor rules of
                    paragraph 8.7 of the Basic Plan Document #R1.

15.      HARDSHIP WITHDRAWALS

         Hardship withdrawals, as provided for in paragraph 6.9 of the Basic
         Plan Document #R1, [X] are [ ] are not permitted.


16.      PARTICIPANT LOANS

         Participant loans, as provided for in paragraph 13.4 of the Basic Plan
         Document #R1, [X] are [ ] are not permitted. If permitted, repayments
         of principal and interest shall be repaid to [X] the Participant's
         segregated account or [ ] the general Fund.


17.      INSURANCE POLICIES

         The insurance provisions of paragraph 13.5 of the Basic Plan Document
         #R1 [ ] shall [X] shall not be applicable.


18.      EMPLOYER INVESTMENT DIRECTION

         The Employer investment direction provisions, as set forth in paragraph
         13.6 of the Basic Plan Document #R1, [ ] shall [X] shall not be
         applicable.


19.      EMPLOYEE INVESTMENT DIRECTION

         (a)      The Employee investment direction provisions, as set forth in
                  paragraph 13.7 of the Basic Plan Document #R1, [X] shall [ ]
                  shall not be applicable.

                  If applicable, Participants may direct their investments:

                  [ ]      (i)      among funds offered by the Trustee.

                  [X]      (ii)     among any allowable investments.

         (b)      Participants may direct the following kinds of contributions
                  and the earnings thereon (check all applicable):

                  [X]      (i)      All Contributions.


                                       25

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                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                  [ ]      (ii)     Elective Deferrals.

                  [ ]      (iii)    Employee Voluntary Contributions
                                    (after-tax).

                  [  ]     (iv)     Employee Mandatory Contributions
                                    (after-tax).

                  [  ]     (v)      Employer Qualified Matching Contributions.

                  [  ]     (vi)     Other Employer Matching Contributions.

                  [  ]     (vii)    Employer Qualified Non-Elective
                                    Contributions.

                  [  ]     (viii)   Employer Discretionary Contributions.

                  [  ]     (ix)     Rollover Contributions.

                  [  ]     (x)      Transfer Contributions.

                  [  ]     (xi)     All of above which are checked, but only to
                                    the extent that the Participant is vested in
                                    those contributions.

         NOTE:      To the extent that Employee investment direction was
                    previously allowed, it shall continue to be allowed on those
                    amounts and the earnings thereon.

20.      EARLY PAYMENT OPTION

         (a)      A Participant who separates from Service prior to retirement,
                  death or Disability [X] may [ ] may not make application to
                  the Employer requesting an early payment of his or her vested
                  account balance.

         (b)      A Participant who has not separated from Service [ ] may [X]
                  may not obtain a distribution of his or her vested Employer
                  contributions. Distribution can only be made if the
                  Participant is 100% vested.

         (c)      A Participant who has attained the Plan's Normal Retirement
                  Age and who has not separated from Service [ ] may [X] may not
                  receive a distribution of his or her vested account balance.

         NOTE:      If the Participant has had the right to withdraw his or her
                    account balance in the past, this right may not be taken
                    away. Notwithstanding the above, to the contrary, required
                    minimum distributions will be paid. For timing of
                    distribution see item 21(a) below.


                                       26

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                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012



21.      DISTRIBUTION OPTIONS

         (a)      Timing of Distributions:

                  In cases of termination for other than death, Disability or
                  retirement, benefits shall be paid:

                  [X]      (i)      As soon as administratively feasible,
                                    following the close of the valuation period
                                    during which a distribution is requested or
                                    is otherwise payable.

                  [  ]     (ii)     As soon as administratively feasible
                                    following the close of the Plan Year during
                                    which a distribution is requested or is
                                    otherwise payable.

                  [  ]     (iii)    As soon as administratively feasible,
                                    following the date on which a distribution
                                    is requested or is otherwise payable.

                  [  ]     (iv)     As soon as administratively feasible, after
                                    the close of the Plan Year during which the
                                    Participant incurs consecutive one-year
                                    Breaks in Service.

                  [  ]     (v)      Only after the Participant has achieved the
                                    Plan's Normal Retirement Age, or Early
                                    Retirement Age, if applicable.

                  In cases of death, Disability or retirement, benefits shall be
                  paid:

                  [X]      (vi)     As soon as administratively feasible,
                                    following the close of the valuation period
                                    during which a distribution is requested or
                                    is otherwise payable.

                  [  ]     (vii)    As soon as administratively feasible
                                    following the close of the Plan Year during
                                    which a distribution is requested or is
                                    otherwise payable.

                  [  ]     (viii)   As soon as administratively feasible,
                                    following the date on which a distribution
                                    is requested or is otherwise payable.

         (b)      Optional Forms of Payment:

                  [  ]     (i)      Lump Sum.

                  [X]      (ii)     Installment Payments.

                  [  ]     (iii)    Life Annuity*.

                  [  ]     (iv)     Life Annuity  Term Certain*.
                                    Life Annuity with payments guaranteed for
                                    years (not to exceed 20 years, specify all
                                    applicable).


                                       27

<PAGE>

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                  [  ]     (v)      Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or
                                    [ ] 100% survivor annuity* (specify all
                                    applicable).

                  [  ]     (vi)     Other form(s) specified: _________________

                  *Not available in Plan meeting provisions of paragraph 8.7 of
                  Basic Plan Document #R1.

         (c)      Recalculation of Life Expectancy:

                  In determining required distributions under the Plan,
                  Participants and/or their Spouse (Surviving Spouse) [X] shall
                  [ ] shall not have the right to have their life expectancy
                  recalculated.

                  If "shall",

                  [  ]     only the Participant shall be recalculated.

                  [X]      both the Participant and Spouse shall be
                           recalculated.

                  [  ]     who is recalculated shall be determined by the
                           Participant.


                                       28

<PAGE>

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


<PAGE>


22.      SIGNATURES

         (a)      EMPLOYER:

                  Name and address of Employer if different than specified in
                  Section 1 above.


                  This agreement and the corresponding provisions of the Plan
                  and Trust Basic Plan Document #R1 were adopted by the Employer
                  the day of , 19 .

                  Signed for the Employer by:

                  Title:

                  Signature:       ____________________

                  THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE
                  THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS
                  PLAN.


                  Employer's Reliance: The adopting Employer may not rely on a
                  notification letter issued by the National Office of the
                  Internal Revenue Service as evidence that the Plan is
                  qualified under Code Section 401. In order to obtain reliance
                  with respect to Plan qualification, the Employer must apply to
                  the appropriate Key District Office for a determination
                  letter.

                  This Adoption Agreement may only be used in conjunction with
                  Basic Plan Document #R1.


                                       29

<PAGE>

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012



<PAGE>


         (b)      TRUSTEE:

                  Name of Trustee:

                  SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION

                  The Employer's Plan as contained herein was accepted by the
                  Trustee(s) the day of , 19 .

         Signed for the Trustee by:

         Title:

         Signature:           __________________  ____________________________

         (c)      SPONSOR:

                  The Employer's Agreement and the corresponding provisions of
                  the Plan and Trust/Custodial Account Basic Plan Document #R1
                  were accepted by the Sponsor the ____ day of __________, 19__.

         Signed for the Sponsor by:

         Title:

         Signature:           ______________________________

<PAGE>

                     REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST

                                  SPONSORED BY


                                      SBERA




                             BASIC PLAN DOCUMENT #R1







<PAGE>


<TABLE>
<CAPTION>


                                TABLE OF CONTENTS


   PARAGRAPH                                                                             PAGE
   ---------                                                                             ----

                                    ARTICLE I
                                   DEFINITIONS

<S>      <C>                                                                            <C>
         1.1               Actual Deferral Percentage                                    1
         1.2               Adoption Agreement                                            1
         1.3               Aggregate Limit                                               1
         1.4               Annual Additions                                              2
         1.5               Annuity Starting Date                                         2
         1.6               Applicable Calendar Year                                      2
         1.7               Applicable Life Expectancy                                    2
         1.8               Average Contribution Percentage (ACP)                         2
         1.9               Average Deferral Percentage (ADP)                             2
         1.10              Break In Service                                              3
         1.11              Code                                                          3
         1.12              Compensation                                                  3
         1.13              Contribution Percentage                                       4
         1.14              Defined Benefit Plan                                          5
         1.15              Defined Benefit (Plan) Fraction                               5
         1.16              Defined Contribution Dollar Limitation                        5
         1.17              Defined Contribution Plan                                     5
         1.18              Defined Contribution (Plan) Fraction                          5
         1.19              Designated Beneficiary                                        6
         1.20              Disability                                                    6
         1.21              Distribution Calendar Year                                    6
         1.22              Early Retirement Age                                          6
         1.23              Earned Income                                                 6
         1.24              Effective Date                                                6
         1.25              Election Period                                               6
         1.26              Elective Deferral                                             6
         1.27              Eligible Participant                                          7
         1.28              Employee                                                      7
         1.29              Employer                                                      7
         1.30              Entry Date                                                    7
         1.31              Excess Aggregate Contributions                                7
         1.32              Excess Amount                                                 7
         1.33              Excess Contribution                                           8
         1.34              Excess Elective Deferrals                                     8
         1.35              Family Member                                                 8
         1.36              First Distribution Calendar Year                              8
         1.37              Fund                                                          8
         1.38              Hardship                                                      8
         1.39              Highest Average Compensation                                  8



<PAGE>


         1.40              Highly Compensated Employee                                   8
         1.41              Hour Of Service                                               9
         1.42              Key Employee                                                 10
         1.43              Leased Employee                                              10
         1.44              Limitation Year                                              10
         1.45              Master Or Prototype Plan                                     10
         1.46              Matching Contribution                                        10
         1.47              Maximum Permissible Amount                                   10
         1.48              Net Profit                                                   11
         1.49              Normal Retirement Age                                        11
         1.50              Owner-Employee                                               11
         1.51              Paired Plans                                                 11
         1.52              Participant                                                  11
         1.53              Participant's Benefit                                        11
         1.54              Permissive Aggregation Group                                 11
         1.55              Plan                                                         11
         1.56              Plan Administrator                                           11
         1.57              Plan Year                                                    11
         1.58              Present Value                                                11
         1.59              Projected Annual Benefit                                     11
         1.60              Qualified Deferred Compensation Plan                         12
         1.61              Qualified Domestic Relations Order                           12
         1.62              Qualified Early Retirement Age                               12
         1.63              Qualified Joint And Survivor Annuity                         12
         1.64              Qualified Matching Contribution                              12
         1.65              Qualified Non-Elective Contributions                         12
         1.66              Qualified Voluntary Contribution                             12
         1.67              Regional Prototype Plan                                      13
         1.68              Required Aggregation Group                                   13
         1.69              Required Beginning Date                                      13
         1.70              Rollover Contribution                                        13
         1.71              Salary Savings Agreement                                     13
         1.72              Self-Employed Individual                                     13
         1.73              Service                                                      13
         1.74              Shareholder Employee                                         13
         1.75              Simplified Employee Pension Plan                             14
         1.76              Sponsor                                                      14
         1.77              Spouse (Surviving Spouse)                                    14
         1.78              Super Top-Heavy Plan                                         14
         1.79              Taxable Wage Base                                            14
         1.80              Top-Heavy Determination Date                                 14
         1.81              Top-Heavy Plan                                               14
         1.82              Top-Heavy Ratio                                              14
         1.83              Top-Paid Group                                               15
         1.84              Transfer Contribution                                        16
         1.85              Trustee                                                      16
         1.86              Valuation Date                                               16
         1.87              Vested Account Balance                                       16
         1.88              Voluntary Contribution                                       16
         1.89              Welfare Benefit Fund                                         16
         1.90              Year Of Service                                              17


<PAGE>


                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

         2.1               Participation                                                18
         2.2               Change In Classification Of Employment                       18
         2.3               Computation Period                                           18
         2.4               Employment Rights                                            18
         2.5               Service With Controlled Groups                               18
         2.6               Owner-Employees                                              18
         2.7               Leased Employees                                             19
         2.8               Thrift Plans                                                 19


                                   ARTICLE III
                             EMPLOYER CONTRIBUTIONS

         3.1               Amount                                                       20
         3.2               Expenses And Fees                                            20
         3.3               Responsibility For Contributions                             20
         3.4               Return Of Contributions                                      20


                                   ARTICLE IV
                             EMPLOYEE CONTRIBUTIONS

         4.1               Voluntary Contributions                                      21
         4.2               Qualified Voluntary Contributions                            21
         4.3               Rollover Contribution                                        21
         4.4               Transfer Contribution                                        22
         4.5               Employer Approval Of Transfer Contributions                  22
         4.6               Elective Deferrals                                           22
         4.7               Required Voluntary Contributions                             23
         4.8               Direct Rollover Of Benefits                                  23


                                    ARTICLE V
                              PARTICIPANT ACCOUNTS

         5.1               Separate Accounts                                            24
         5.2               Adjustments To Participant Accounts                          24
         5.3               Allocating Employer Contributions                            25
         5.4               Allocating Investment Earnings And Losses                    25
         5.5               Participant Statements                                       25


<PAGE>


                                   ARTICLE VI
                      RETIREMENT BENEFITS AND DISTRIBUTIONS

         6.1               Normal Retirement Benefits                                   26
         6.2               Early Retirement Benefits                                    26
         6.3               Benefits On Termination Of Employment                        26
         6.4               Restrictions On Immediate Distributions                      27
         6.5               Normal Form Of Payment                                       28
         6.6               Commencement Of Benefits                                     28
         6.7               Claims Procedures                                            29
         6.8               In-Service Withdrawals                                       29
         6.9               Hardship Withdrawal                                          30


                                   ARTICLE VII
                            DISTRIBUTION REQUIREMENTS

         7.1               Joint And Survivor Annuity Requirements                      32
         7.2               Minimum Distribution Requirements                            32
         7.3               Limits On Distribution Periods                               32
         7.4               Required Distributions On Or After The
                           Required Beginning Date                                      32
         7.5               Required Beginning Date                                      33
         7.6               Transitional Rule                                            34
         7.7               Designation Of Beneficiary For Death Benefit                 35
         7.8               Nonexistence Of Beneficiary                                  35
         7.9               Distribution Beginning Before Death                          35
         7.10              Distribution Beginning After Death                           35
         7.11              Distribution Of Excess Elective Deferrals                    36
         7.12              Distributions Of Excess Contributions                        37
         7.13              Distribution Of Excess Aggregate Contributions               37


                                  ARTICLE VIII
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

         8.1               Applicability Of Provisions                                  39
         8.2               Payment Of Qualified Joint And Survivor Annuity              39
         8.3               Payment of Qualified Pre-Retirement Survivor Annuity         39
         8.4               Qualified Election                                           39
         8.5               Notice Requirements For Qualified Joint And Survivor
                             Annuity                                                    40
         8.6               Notice Requirements For Qualified Pre-Retirement
                           Survivor Annuity                                             40
         8.7               Special Safe-Harbor Exception For Certain
                             Profit-Sharing Plans                                       40
         8.8               Transitional Joint And Survivor Annuity Rules                41
         8.9               Automatic Joint And Survivor Annuity And Early
                             Survivor Annuity                                           41
         8.10              Annuity Contracts                                            42


<PAGE>


                                   ARTICLE IX
                                     VESTING

         9.1               Employee Contributions                                       43
         9.2               Employer Contributions                                       43
         9.3               Computation Period                                           43
         9.4               Requalification Prior To Five Consecutive One-Year
                             Breaks In Service                                          43
         9.5               Requalification After Five Consecutive One-Year
                             Breaks In Service                                          43
         9.6               Calculating Vested Interest                                  43
         9.7               Forfeitures                                                  44
         9.8               Amendment Of Vesting Schedule                                44
         9.9               Service With Controlled Groups                               44
         9.10              Application Of Prior Vesting Rules                           44


                                    ARTICLE X
                         LIMITATIONS ON ALLOCATIONS AND
                           ANTIDISCRIMINATION TESTING

         10.1              Participation In This Plan Only                              45
         10.2              Disposition Of Excess Annual Additions                       45
         10.3              Participation In This Plan And Another Regional
                             Prototype Defined Contribution Plan, Welfare
                             Benefit Fund, Or Individual Medical Account
                             Maintained By The Employer                                 46
         10.4              Disposition Of Excess Annual Additions Under Two Plans       46
         10.5              Participation In This Plan And Another Defined
                             Contribution Plan Plan Which Is Not A
                             Regional Prototype Plan                                    47
         10.6              Participation In This Plan And A Defined Benefit Plan        47
         10.7              Limitations On Allocations                                   47
         10.8              Average Deferral Percentage (ADP) Test                       47
         10.9              Special Rules Relating To Application Of ADP Test            48
         10.10             Recharacterization                                           48
         10.11             Average Contribution Percentage (ACP) Test                   49
         10.12             Special Rules Relating To Application Of ACP Test            49


                                   ARTICLE XI
                                 ADMINISTRATION

         11.1              Plan Administrator                                           51
         11.2              Trustee                                                      51
         11.3              Administrative Fees And Expenses                             52
         11.4              Division Of Duties And Indemnification                       52


<PAGE>


                                   ARTICLE XII
                               TRUST FUND ACCOUNT

         12.1              The Fund                                                     54
         12.2              Control Of Plan Assets                                       54
         12.3              Exclusive Benefit Rules                                      54
         12.4              Assignment And Alienation Of Benefits                        54
         12.5              Determination Of Qualified Domestic Relations Order (QDRO)   54


                                  ARTICLE XIII
                                   INVESTMENTS

         13.1              Fiduciary Standards                                          56
         13.2              Trustee Appointment                                          56
         13.3              Investment Alternatives Of The Trustee                       56
         13.4              Participant Loans                                            57
         13.5              Insurance Policies                                           58
         13.6              Employer Investment Direction                                59
         13.7              Employee Investment Direction                                60


                                   ARTICLE XIV
                              TOP-HEAVY PROVISIONS

         14.1              Applicability Of Rules                                       61
         14.2              Minimum Contribution                                         61
         14.3              Minimum Vesting                                              61


                                   ARTICLE XV
                            AMENDMENT AND TERMINATION

         15.1              Amendment By Sponsor                                         62
         15.2              Amendment By Employer                                        62
         15.3              Termination                                                  62
         15.4              Qualification Of Employer's Plan                             63
         15.5              Mergers And Consolidations                                   63
         15.6              Resignation And Removal                                      63
         15.7              Qualification Of Prototype                                   63


                                   ARTICLE XVI
                                  GOVERNING LAW
                                                                                        64

</TABLE>

<PAGE>



                     REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST

                                  SPONSORED BY

                                      SBERA

The Sponsor hereby establishes the following Regional Prototype Defined
Contribution Plan and Trust for use by those of its adopting Employers who
qualify and wish to provide a qualified retirement program for its Employees.
Any Plan and Trust Account established hereunder shall be administered for the
exclusive benefit of Participants and their beneficiaries under the following
terms and conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1 ACTUAL DEFERRAL PERCENTAGE The ratio (expressed as a percentage and
calculated separately for each Participant) of:

          (a)  the amount of Employer contributions [as defined at (c) and (d)]
               actually paid over to the Fund on behalf of such Participant for
               the Plan Year to

          (b)  the Participant's Compensation for such Plan Year. Compensation
               will only include amounts for the period during which the
               Employee was eligible to participate.

Employer contributions on behalf of any Participant shall include:

          (c)  any Elective Deferrals made pursuant to the Participant's
               deferral election, including Excess Elective Deferrals, but
               excluding Elective Deferrals that are taken into account in the
               Contribution Percentage test (provided the ADP test is satisfied
               both with and without exclusion of these Elective Deferrals) or
               are returned as excess Annual Additions; and

          (d)  at the election of the Employer, Qualified Non-Elective
               Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated as
a Participant on whose behalf no Elective Deferrals are made.

1.2 ADOPTION AGREEMENT The document attached to this Plan by which an Employer
elects to establish a qualified retirement plan and trust account under the
terms of this Regional Prototype Defined Contribution Plan and Trust.

1.3      AGGREGATE LIMIT  The sum of:

          (a)  125 percent of the greater of the ADP of the non-Highly
               Compensated Employees for the Plan Year or the ACP of non-Highly
               Compensated Employees under the Plan subject to Code Section
               401(m) for the Plan Year beginning with or within the Plan Year
               of the cash or deferred arrangement as described in Code Section
               401(k) or Code Section 402(h)(1)(B) and

          (b)  the lesser of 200% or two plus the lesser of such ADP or ACP.


                                       1
<PAGE>

               Alternatively, the Aggregate Limit may be expressed by
               substituting the word "lesser" for the word "greater" where it
               appears in the first line of sub-paragraph (a) and substituting
               the word "greater" for the word "lesser" where it appears for the
               second time in the first line of sub-paragraph (b).

1.4 ANNUAL ADDITIONS The sum of the following amounts credited to a
Participant's account for the Limitation Year:

          (a)  Employer Contributions,

          (b)  Employee Contributions (under Article IV),

          (c)  forfeitures, and

          (d)  amounts allocated after March 31, 1984 to an individual medical
               account, as defined in Code Section 415(l)(2), which is part of a
               pension or annuity plan maintained by the Employer (these amounts
               are treated as Annual Additions to a Defined Contribution Plan
               though they arise under a Defined Benefit Plan), and

          (e)  amounts derived from contributions paid or accrued after 1985, in
               taxable years ending after 1985, which are either attributable to
               post-retirement medical benefits, allocated to the account of a
               Key Employee, or a Welfare Benefit Fund maintained by the
               Employer are also treated as Annual Additions to a Defined
               Contribution Plan. For purposes of this paragraph, an Employee is
               a Key Employee if he or she meets the requirements of paragraph
               1.42 at any time during the Plan Year or any preceding Plan Year.
               Welfare Benefit Fund is defined at paragraph 1.89.

Excess amounts applied in a Limitation Year to reduce Employer contributions
will be considered Annual Additions for such Limitation Year, pursuant to the
provisions of Article X.

1.5 ANNUITY STARTING DATE The first day of the first period for which an amount
is paid as an annuity or in any other form.

1.6 APPLICABLE CALENDAR YEAR The first Distribution Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year. If
payments commence in accordance with paragraph 7.4(e) before the Required
Beginning Date, the Applicable Calendar Year is the year such payments commence.
If distribution is in the form of an immediate annuity purchased after the
Participant's death with the Participant's remaining interest, the Applicable
Calendar Year is the year of purchase.

1.7 APPLICABLE LIFE EXPECTANCY Used in determining the required minimum
distribution. The life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or Designated Beneficiary)
as of the Participant's (or Designated Beneficiary's) birthday in the applicable
calendar year reduced by one for each calendar year which has elapsed since the
date life expectancy was first calculated. If life expectancy is being
recalculated, the Applicable Life Expectancy shall be the life expectancy as so
recalculated. The life expectancy of a non-Spouse Beneficiary may not be
recalculated.

1.8 AVERAGE CONTRIBUTION PERCENTAGE (ACP) The average of the Actual Contribution
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.9 AVERAGE DEFERRAL PERCENTAGE (ADP) The average of the Percentages for each
Highly Compensated Employee and for each non-Highly Compensated Employee.



                                       2
<PAGE>

1.10 BREAK IN SERVICE A 12-consecutive month period during which an Employee
fails to complete more than 500 Hours of Service.

1.11 CODE The Internal Revenue Code of 1986, including any amendments.

1.12 COMPENSATION The Employer may select one of the following three safe-harbor
definitions of Compensation in the Adoption Agreement. Compensation shall only
include amounts earned while a Participant if Plan Year is chosen as the
applicable computation period.

          (a)  CODE SECTION 3401(A) WAGES. Compensation is defined as wages
               within the meaning of Code Section 3401(a) for the purposes of
               Federal 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)].

          (b)  CODE SECTION 6041 AND 6051 WAGES. 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
               Section 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 Code Section 3401(a)(2)].

          (c)  CODE SECTION 415 COMPENSATION. For purposes of applying the
               limitations of Article X and Top-Heavy Minimums, the definition
               of Compensation shall be Code Section 415 Compensation defined as
               follows: a Participant's Earned Income, wages, salaries, and fees
               for professional services and other amounts received (without
               regard to whether or not an amount is paid in cash) for personal
               services actually rendered in the course of employment with the
               Employer maintaining the Plan to the extent that the amounts are
               includable 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 1.62-2(c)], and excluding the following:

               1.   Employer contributions to a plan of deferred compensation
                    which are not includable in the Employee's gross income for
                    the taxable year in which contributed, or Employer
                    contributions under a Simplified Employee Pension Plan or
                    any distributions from a plan of deferred compensation,

               2.   Amounts realized from the exercise of a non-qualified stock
                    option, or when restricted stock (or property) held by the
                    Employee either becomes freely transferable or is no longer
                    subject to a substantial risk of forfeiture,

               3.   Amounts realized from the sale, exchange or other
                    disposition of stock acquired under a qualified stock
                    option; 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 Code Section 403(b) (whether
                    or not the contributions are actually excludible from the
                    gross income of the Employee).



                                       3
<PAGE>

For purposes of applying the limitations of Article X and Top-Heavy Minimums,
the definition of Compensation shall be Code Section 415 Compensation described
in this paragraph 1.12(c). Also, for purposes of applying the limitations of
Article X, Compensation for a Limitation Year is the Compensation actually paid
or made available during such Limitation Year. Notwithstanding the preceding
sentence, Compensation for a Participant in a defined contribution plan who is
permanently and totally disabled [as defined in Code Section 22(e)(3)] is the
Compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of Compensation paid immediately before
becoming 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 [as defined in Code Section 414(q)] and
contributions made on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the applicable period in the Adoption Agreement,
the Plan Year shall be used. Unless otherwise specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in Code Section
3401(a) [as defined in this paragraph 1.12(a)]. In nonstandardized Adoption
Agreements 004, 005 and 006, the Employer may choose to eliminate or exclude
categories of Compensation which do not violate the provisions of Code Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under the
Plan (including benefits under Article XIV) for any year shall not exceed
$200,000, as adjusted under Code Section 415(d). In determining the Compensation
of a Participant for purposes of this limitation, the rules of Code Section
414(q)(6) shall apply, except in applying such rules, the term "family" shall
include only the Spouse of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the end of the Plan year. If, as
a result of the application of such rules the adjusted $200,000 limitation is
exceeded, then (except for purposes of determining the portion of Compensation
up to the integration level if this Plan provides for permitted disparity), 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.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then the
annual Compensation limit for that period is an amount equal to the $200,000 as
adjusted for the calendar year in which the Compensation period begins,
multiplied by a fraction the numerator of which is the number of full months in
the Short Plan Year and the denominator of which is 12. If Compensation for any
prior Plan Year is taken into account in determining an Employee's contributions
or benefits for the current year, the Compensation for such prior year is
subject to the applicable annual Compensation limit in effect for that prior
year. For this purpose, for years beginning before January 1, 1990, the
applicable annual Compensation limit is $200,000.

Compensation shall not include deferred Compensation other than contributions
through a salary reduction agreement to a cash or deferred plan under Code
Section 401(k), a Simplified Employee Pension Plan under Code Section
402(h)(1)(B), a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code Section 403(b). Unless elected otherwise by the Employer in the
Adoption Agreement, these deferred amounts will be considered as Compensation
for Plan purposes. These deferred amounts are not counted as Compensation for
purposes of Articles X and XIV. When applicable to a Self-Employed Individual,
Compensation shall mean Earned Income.

1.13 CONTRIBUTION PERCENTAGE The ratio (expressed as a percentage and calculated
separately for each Participant) of:

          (a)  the Participant's Contribution Percentage Amounts [as defined at
               (c)-(f)] for the Plan Year, to

          (b)  the Participant's Compensation for the Plan Year. Compensation
               will only include amounts for the period during which the
               Employee was eligible to participate.



                                       4
<PAGE>

Contribution Percentage Amounts on behalf of any Participant shall include:

          (c)  the amount of Employee Voluntary Contributions, Matching
               Contributions, and Qualified Matching Contributions (to the
               extent not taken into account for purposes of the ADP test) made
               under the Plan on behalf of the Participant for the Plan Year,

          (d)  forfeitures of Excess Aggregate Contributions or Matching
               Contributions allocated to the Participant's account which shall
               be taken into account in the year in which such forfeiture is
               allocated,

          (e)  at the election of the Employer, Qualified Non-Elective
               Contributions, and

          (f)  the Employer also may elect to use Elective Deferrals in the
               Contribution Percentage Amounts so long as the ADP test is met
               before the Elective Deferrals are used in the ACP test and
               continues to be met following the exclusion of those Elective
               Deferrals that are used to meet the ACP test.

Contribution Percentage Amounts shall not include Matching Contributions,
whether or not Qualified, that are forfeited either to correct Excess Aggregate
Contributions, or because the contributions to which they relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.14 DEFINED BENEFIT PLAN A Plan under which a Participant's benefit is
determined by a formula contained in the Plan and no individual accounts are
maintained for Participants.

1.15 DEFINED BENEFIT (PLAN) FRACTION 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 the Highest Average Compensation, including any adjustments under
Code Section 415(b).

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

1.16 DEFINED CONTRIBUTION DOLLAR LIMITATION Thirty thousand dollars ($30,000) or
if greater, one-fourth of the defined benefit dollar limitation set forth in
Code Section 415(b)(1)(A) as in effect for the Limitation Year.

1.17 DEFINED CONTRIBUTION PLAN A Plan under which individual accounts are
maintained for each Participant to which all contributions, forfeitures,
investment income and gains or losses, and expenses are credited or deducted. A
Participant's benefit under such Plan is based solely on the fair market value
of his or her account balance.

1.18 DEFINED CONTRIBUTION (PLAN) FRACTION A Fraction, the numerator of which is
the sum of the Annual Additions to the Participant's account under all the
Defined Contribution Plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years (including the Annual
Additions attributable to the Participant's nondeductible Employee contributions
to all Defined Benefit Plans, whether or not terminated, maintained by the
Employer, and the Annual Additions attributable to all Welfare Benefit Funds, as
defined in paragraph 1.89 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



                                       5
<PAGE>

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 the Limitation Year is the lesser of 125 percent of the dollar
limitation determined under Code Sections 415(b) and (d) in effect under Code
Section 415(c)(1)(A) or 35 percent of the Participant's Compensation for such
year.

If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more Defined
Contribution Plans maintained by the Employer which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of (a)
the excess of the sum of the fractions over 1.0 times (b) the denominator of
this fraction will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the 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 6, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987. The Annual Addition for
any Limitation Year beginning before January 1, 1987, shall not be re-computed
to treat all Employee Contributions as Annual Additions.

1.19 DESIGNATED BENEFICIARY The individual who is designated as the beneficiary
under the Plan in accordance with Code Section 401(a)(9) and the regulations
thereunder.

1.20 DISABILITY An illness or injury of a potentially permanent nature, expected
to last for a continuous period of not less than 12 months, certified by a
physician selected by or satisfactory to the Employer which prevents the
Employee from engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience.

1.21 DISTRIBUTION CALENDAR YEAR A calendar year for which a minimum distribution
is required.

1.22 EARLY RETIREMENT AGE The age set by the Employer in the Adoption Agreement
(but not less than 55), which is the earliest age at which a Participant may
retire and receive his or her benefits under the Plan.

1.23 EARNED INCOME Net earnings from self-employment in the trade or business
with respect to which the Plan is established, determined without regard to
items not included in gross income and the deductions allocable to such items,
provided that personal services of the individual are a material
income-producing factor. Earned income shall be reduced by contributions made by
an Employer to a qualified plan to the extent deductible under Code Section 404.
For tax years beginning after 1989, net earnings shall be determined taking into
account the deduction for one-half of self-employment taxes allowed to the
Employer under Code Section 164(f) to the extent deductible.

1.24 EFFECTIVE DATE The date on which the Employer's retirement plan or
amendment to such plan becomes effective. For amendments reflecting statutory
and regulatory changes post Tax Reform Act of 1986, the Effective Date will be
the earlier of the date upon which such amendment is first administratively
applied or the first day of the Plan Year following the date of adoption of such
amendment.

1.25 ELECTION PERIOD The period which begins on the first day of the Plan Year
in which the Participant attains age 35 and ends on the date of the
Participant's death. If a Participant separates from Service prior to the first
day of the Plan Year in which age 35 is attained, the Election Period shall
begin on the date of separation, with respect to the account balance as of the
date of separation.

1.26 ELECTIVE DEFERRAL Employer contributions made to the Plan at the election
of the Participant, in lieu of cash Compensation. Elective Deferrals shall also
include contributions made pursuant to a Salary Savings Agreement or other
deferral mechanism, such as a cash option contribution. With respect to any
taxable year, a Participant's Elective Deferral is the sum of all Employer
contributions made on behalf of such Participant pursuant to an election to
defer under any qualified cash or deferred arrangement as described in Code
Section 401(k), any simplified



                                       6
<PAGE>

employee pension cash or deferred arrangement as described in Code Section
402(h)(1)(B), any eligible deferred compensation plan under Code Section 457,
any plan as described under Code Section 501(c)(18), and any Employer
contributions made on the behalf of a Participant for the purchase of an annuity
contract under Code Section 403(b) pursuant to a Salary Savings Agreement.
Elective Deferrals shall not include any deferrals properly distributed as
Excess Annual Additions.

1.27 ELIGIBLE PARTICIPANT Any Employee who is eligible to make a Voluntary
Contribution, or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive a
Matching Contribution (including forfeitures) or a Qualified Matching
Contribution. If a Voluntary Contribution or Elective Deferral is required as a
condition of participation in the Plan, any Employee who would be a Participant
in the Plan if such Employee made such a contribution shall be treated as an
Eligible Participant even though no Voluntary Contributions or Elective
Deferrals are made.

1.28 EMPLOYEE Any person employed by the Employer (including Self-Employed
Individuals and partners), all Employees of a member of an affiliated service
group [as defined in Code Section 414(m)], Employees of a controlled group of
corporations [as defined in Code Section 414(b)], all Employees of any
incorporated or unincorporated trade or business which is under common control
[as defined in Code Section 414(c)], Leased Employees [as defined in Code
Section 414(n)] and any Employee required to be aggregated by Code Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.29 EMPLOYER The Self-Employed Individual, partnership, corporation or other
organization which adopts this Plan including any firm that succeeds the
Employer and adopting this Plan. For purposes of Article X, Limitations shall
mean the Employer that adopts this Plan, and all members of a controlled group
of corporations [as defined in Code Section 414(b) as modified by Code Section
415(h)], all commonly controlled trades or businesses [as defined in Code
Section 414(c) as modified by Code Section 415(h)] or affiliated service groups
[as defined in Code Section 414(m)] of which the adopting Employer is a part,
and other entities required to be aggregated with the Employer pursuant to
Regulations under Code Section 414(o).

1.30 ENTRY DATE The date on which an Employee commences participation in the
Plan as determined by the Employer in the Adoption Agreement. Unless the
Employer specifies otherwise in the Adoption Agreement, Entry into the Plan
shall be on the first day of the Plan Year or the first day of the seventh month
of the Plan Year coinciding with or following the date on which an Employee
meets the eligibility requirements.

1.31 EXCESS AGGREGATE CONTRIBUTIONS The excess, with respect to any Plan Year,
of:

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

          (b)  The maximum Contribution Percentage Amounts permitted by the ACP
               test (determined by reducing contributions made on behalf of
               Highly Compensated Employees in order of their Contribution
               Percentages beginning with the highest of such percentages).

Such determination shall be made after first determining Excess Elective
Deferrals pursuant to paragraph 1.34 and then determining Excess Contributions
pursuant to paragraph 1.33.

1.32 EXCESS AMOUNT The excess of the Participant's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

1.33 EXCESS CONTRIBUTION With respect to any Plan Year, the excess of:

          (a)  The aggregate amount of Employer contributions actually taken
               into account in computing

                                       7
<PAGE>

               the ADP of Highly Compensated Employees for such Plan Year, over

          (b)  The maximum amount of such contributions permitted by the ADP
               test (determined by reducing contributions made on behalf of
               Highly Compensated Employees in order of the ADPs, beginning with
               the highest of such percentages).

1.34 EXCESS ELECTIVE DEFERRALS Those Elective Deferrals that are includable in a
Participant's gross income under Code Section 402(g) to the extent such
Participant's Elective Deferrals for a taxable year exceed the dollar limitation
under such Code Section. Excess Elective Deferrals shall be treated as Annual
Additions under the Plan, unless such amounts are distributed no later than the
first April 15 following the close of the Participant's taxable year.

1.35 FAMILY MEMBER The Employee's Spouse, any lineal descendants and ascendants
and the Spouse of such lineal descendants and ascendants.

1.36 FIRST DISTRIBUTION CALENDAR YEAR For distributions beginning before the
Participant's death, the First Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant's
Required Beginning Date. For distributions beginning after the Participant's
death, the First Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to paragraph 7.10.

1.37 FUND All contributions received by the Trustee under this Plan and Trust
Account, investments thereof and earnings and appreciation thereon.

1.38 HARDSHIP An immediate and heavy financial need of the Employee where such
Employee lacks other available resources.

1.39 HIGHEST AVERAGE COMPENSATION 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 the Adoption Agreement.

1.40 HIGHLY COMPENSATED EMPLOYEE Any Employee who performs service for the
Employer during the determination year and who, during the immediate prior year:

          (a)  received Compensation from the Employer in excess of $75,000 [as
               adjusted pursuant to Code Section 415(d)]; or

          (b)  received Compensation from the Employer in excess of $50,000 [as
               adjusted pursuant to Code Section 415(d)] and was a member of the
               Top-Paid Group for such year; or

          (c)  was an officer of the Employer and received Compensation during
               such year that is greater than 50 percent of the dollar
               limitation in effect under Code Section 415(b)(1)(A).

Notwithstanding (a), (b) and (c), an Employee who was not Highly Compensated
during the preceding Plan Year shall not be treated as a Highly Compensated
Employee with respect to the current Plan Year unless such Employee is a member
of the 100 Employees paid the greatest Compensation during the year for which
such determination is being made.

          (d)  Employees who are five percent (5%) Owners at any time during the
               immediate prior year or determination year.

Highly Compensated Employee includes Highly Compensated active Employees and
Highly Compensated former Employees.

                                       8
<PAGE>

For purposes of determining those employees that are to be treated as Highly
Compensated for a determination year, an Employer maintaining a fiscal year Plan
may elect to make the look-back year calculation as defined in ss.1.414(q)-1T,
Q&A 14(b) of the Treasury Regulations for a determination year on the basis of
the calendar year ending with or within the applicable determination year. For
purposes of this election, a determination year that is shorter than twelve (12)
months, the look-back year calculation may be made based upon the calendar year
ending with or within the twelve-month period ending with the end of the
applicable determination year. Where such election is made, the employer shall
make its determination year calculation pursuant to the provisions of Treasury
Regulation ss.1.414(q)-1T, Q&A 14(b).

1.41     HOUR OF SERVICE

          (a)  Each hour for which an Employee is paid, or entitled to payment,
               for the performance of duties for the Employer. These hours shall
               be credited to the Employee for the computation period in which
               the duties are performed; and

          (b)  Each hour for which an Employee is paid, or entitled to payment,
               by the Employer on account of a period of time during which no
               duties are performed (irrespective of whether the employment
               relationship has terminated) due to vacation, holiday, illness,
               incapacity (including disability), layoff, jury duty, military
               duty or leave of absence. No more than 501 Hours of Service shall
               be credited under this paragraph for any single continuous period
               (whether or not such period occurs in a single computation
               period). Hours under this paragraph shall be calculated and
               credited pursuant to Department of Labor Regulations Section
               2530.200b-2 which are incorporated herein by this reference; and

          (c)  Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Employer. The same
               Hours of Service shall not be credited both under paragraph (a)
               or paragraph (b), as the case may be, and under this paragraph
               (c). These hours shall be credited to the Employee for the
               computation period or periods to which the award or agreement
               pertains rather than the computation period in which the award,
               agreement or payment is made.

          (d)  Hours of Service shall be credited for employment with the
               Employer and with other members of an affiliated service group
               [as defined in Code Section 414(m)], a controlled group of
               corporations [as defined in Code Section 414(b)], or a group of
               trades or businesses under common control [as defined in Code
               Section 414(c)] of which the adopting Employer is a member, and
               any other entity required to be aggregated with the Employer
               pursuant to Code Section 414(o) and the regulations thereunder.
               Hours of Service shall also be credited for any individual
               considered an Employee for purposes of this Plan under Code
               Section 414(n) or Code Section 414(o) and the regulations
               thereunder.

          (e)  Solely for purposes of determining whether a Break in Service, as
               defined in paragraph 1.10, for participation and vesting purposes
               has occurred in a computation period, an individual who is absent
               from work for maternity or paternity reasons shall receive credit
               for the Hours of Service which would otherwise have been credited
               to such individual but for such absence, or in any case in which
               such hours cannot be determined, 8 Hours of Service per day of
               such absence. For purposes of this paragraph, an absence from
               work for maternity or paternity reasons means an absence by
               reason of the pregnancy of the individual, by reason of a birth
               of a child of the individual, by reason of the placement of a
               child with the individual in connection with the adoption of such
               child by such individual, or for purposes of caring for such
               child for a period beginning immediately following such birth or
               placement. The Hours of Service credited under this paragraph
               shall be credited in the computation period in which the absence
               begins if the crediting is necessary to prevent



                                       9
<PAGE>

               a Break in Service in that period, or in all other cases, in the
               following computation period. No more than 501 hours will be
               credited under this paragraph.

          (f)  Unless specified otherwise in the Adoption Agreement, Hours of
               Service shall be determined on the basis of the actual hours for
               which an Employee is paid or entitled to pay.

1.42 KEY EMPLOYEE Any Employee or former Employee (and the beneficiaries of such
employee) who at any time during the determination period was an officer of the
Employer if such individual's annual Compensation exceeds 50% of the dollar
limitation under Code Section 415(b)(1)(A) (the defined benefit maximum annual
benefit), an owner (or considered an owner under Code Section 318) of one of the
ten largest interests in the employer if such individual's Compensation exceeds
100% of the dollar limitation under Code Section 415(c)(1)(A), a 5% owner of the
Employer, or a 1% owner of the Employer who has an annual Compensation of more
than $150,000. For purposes of determining who is a Key Employee, annual
Compensation shall mean Compensation as defined for Article X, but including
amounts deferred through a salary reduction agreement to a cash or deferred plan
under Code Section 401(k), a Simplified Employee Pension Plan under Code Section
408(k), a cafeteria plan under Code Section 125 or a tax-deferred annuity under
Code Section 403(b). The determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years. The determination of who
is a Key Employee will be made in accordance with Code Section 416(i)(1) and the
regulations thereunder.

1.43 LEASED EMPLOYEE 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.

1.44 LIMITATION YEAR The calendar year or such other 12-consecutive month period
designated by the Employer in the Adoption Agreement for purposes of determining
the maximum Annual Addition to a Participant's account. If the Limitation Year
is amended to a different 12-consecutive month period, the new Limitation Year
must begin on a date within the Limitation Year in which the amendment is made.

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

1.46 MATCHING CONTRIBUTION An Employer contribution made to this or any other
defined contribution plan on behalf of a Participant on account of an Employee
Voluntary Contribution made by such Participant, or on account of a
Participant's Elective Deferral, under a Plan maintained by the Employer.

1.47 MAXIMUM PERMISSIBLE AMOUNT The maximum Annual Addition that may be
contributed or allocated to a Participant's account under the plan for any
Limitation Year shall not exceed the lesser of:

          (a)  the Defined Contribution Dollar Limitation, or

          (b)  25% of the Participant's Compensation for the Limitation Year.

The Compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits [within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)] which is otherwise treated as an Annual Addition under
Code Section 415(l)(1) or 419(d)(2). If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different
12-consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the number of months in the
short Limitation Year divided by 12.

                                       10
<PAGE>

1.48 NET PROFIT The current and accumulated operating earnings of the Employer
before Federal and State income taxes, excluding nonrecurring or unusual items
of income, and before contributions to this and any other qualified plan of the
Employer. Alternatively, the Employer may fix another definition in the Adoption
Agreement.

1.49 NORMAL RETIREMENT AGE The age, set by the Employer in the Adoption
Agreement, at which a Participant may retire and receive his or her benefits
under the Plan.

1.50 OWNER-EMPLOYEE A sole proprietor, or a partner owning more than 10% of
either the capital or profits interest of the partnership.

1.51 PAIRED PLANS Two or more Plans maintained by the Sponsor designed so that a
single or any combination of Plans adopted by an Employer will meet the
antidiscrimination rules, the contribution and benefit limitations, and the
Top-Heavy provisions of the Code.

1.52 PARTICIPANT Any Employee who has met the eligibility requirements and is
participating in the Plan.

1.53 PARTICIPANT'S BENEFIT The account balance as of the last Valuation Date in
the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions or
forfeitures allocated to the account balance as of the dates in the valuation
calendar year after the valuation date and decreased by distributions made in
the valuation calendar year after the Valuation Date. A special exception exists
for the second distribution Calendar Year. For purposes of this paragraph, if
any portion of the minimum distribution for the First Distribution Calendar Year
is made in the second Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in the second
distribution calendar year shall be treated as if it had been made in the
immediately preceding Distribution Calendar Year.

1.54 PERMISSIVE AGGREGATION GROUP Used for Top-Heavy testing purposes, it is the
Required Aggregation Group of plans plus any other plan or plans of the Employer
which, when considered as a group with the Required Aggregation Group, would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.55 PLAN The Employer's qualified retirement plan as embodied herein and in the
Adoption Agreement.

1.56 PLAN ADMINISTRATOR For Employers who are members of the Savings Banks
Employees Retirement Association (SBERA), Tom Forese shall be the Plan
Administrator. All other Employers shall select their own Plan Administrator. If
no Plan Administrator is selected, the Employer shall be the Plan Administrator.

1.57 PLAN YEAR For Employers who are members of the Savings Bank Employees
Retirement Association (SBERA), the 12-consecutive month period beginning on
November 1 of each year. Effective January 1, 2000, for Employers who are
members of SBERA, the 12-consecutive month period beginning on January 1 of each
year shall become the Plan Year. For all other Employers, the 12-consecutive
month period designated by the Employer in the Adoption Agreement.

1.58 PRESENT VALUE Used for Top-Heavy test and determination purposes, when
determining the Present Value of accrued benefits, with respect to any Defined
Benefit Plan maintained by the Employer, interest and mortality rates shall be
determined in accordance with the provisions of the respective plan. If
applicable, interest and mortality assumptions will be specified in the section
of the Adoption Agreement entitled "Limitations on Allocations".

1.59 PROJECTED ANNUAL BENEFIT Used to test the maximum benefit which may be
obtained from a combination of retirement plans, it is the annual retirement
benefit (adjusted to an actuarial equivalent straight life annuity if such
benefit is expressed in a form other than a straight life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under the
terms of a Defined Benefit Plan or plans, assuming:

                                       11
<PAGE>

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

          (b)  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.

1.60 QUALIFIED DEFERRED COMPENSATION PLAN Any pension, profit-sharing, stock
bonus, or other plan which meets the requirements of Code Section 401 and
includes a trust exempt from tax under Code Section 501(a) or any annuity plan
described in Code Section 403(a).

An Eligible Retirement Plan is an individual retirement account (IRA) as
described in Code Section 408(a), an individual retirement annuity (IRA) as
described in Code Section 408(b), an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a), which accepts
Eligible Rollover Distributions. However in the case of an Eligible Rollover
Distribution to a Surviving Spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

1.61 QUALIFIED DOMESTIC RELATIONS ORDER A QDRO is a signed Domestic Relations
Order issued by a State Court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Plan
benefit and which meets the requirements of Code Section 414(p). An alternate
payee is a Spouse, former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.

1.62 QUALIFIED EARLY RETIREMENT AGE Qualified Early Retirement Age is the latest
of:

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

          (b)  the first day of the 120th month beginning before the Participant
               attains Normal Retirement Age, or

          (c)  the date the Participant begins participation.

1.63 QUALIFIED JOINT AND SURVIVOR ANNUITY An immediate annuity for the life of
the Participant with a survivor annuity for the life of the Participant's Spouse
which is at least one-half of but not more than the amount of the annuity
payable during the joint lives of the Participant and the Participant's Spouse.
The exact amount of the Survivor Annuity is to be specified by the Employer in
the Adoption Agreement. If not designated by the Employer, the Survivor Annuity
will be one-half of the amount paid to the Participant during his or her
lifetime. The Qualified Joint and Survivor Annuity will be the amount of benefit
which can be provided by the Participant's Vested Account Balance.

1.64 QUALIFIED MATCHING CONTRIBUTION Matching Contributions which when made are
subject to the distribution and nonforfeitability requirements under Code
Section 401(k).

1.65 QUALIFIED NON-ELECTIVE CONTRIBUTIONS Contributions (other than Matching
Contributions or Qualified Matching Contributions) made by the Employer and
allocated to Participants' accounts that the Participants may not elect to
receive in cash until distributed from the Plan; that are nonforfeitable when
made; and that are distributable only in accordance with the distribution
provisions that are applicable to Elective Deferrals and Qualified Matching
Contributions.

1.66 QUALIFIED VOLUNTARY CONTRIBUTION A tax-deductible voluntary Employee
contribution. Qualified Voluntary Contributions are not permitted in this Plan.

1.67 REGIONAL PROTOTYPE PLAN A plan, the form of which is subject to a favorable
notification letter from

                                       12
<PAGE>

the Internal Revenue Service.

1.68 REQUIRED AGGREGATION GROUP Used for Top-Heavy testing purposes, it consists
of:

          (a)  each qualified plan of the Employer in which at least one Key
               Employee participates or participated at any time during the
               determination period (regardless of whether the plan has
               terminated), and

          (b)  any other qualified plan of the Employer which enables a plan
               described in (a) to meet the requirements of Code Sections
               401(a)(4) or 410.

1.69 REQUIRED BEGINNING DATE The date on which a Participant is required to take
his or her first minimum distribution under the Plan. The rules are set forth at
paragraph 7.5.

1.70 ROLLOVER CONTRIBUTION A contribution made by a Participant of an amount
distributed to such Participant from another Qualified Deferred Compensation
Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any portion of
the balance to the credit of the Participant except that an Eligible Rollover
Distribution does not include:

          (a)  any distribution that is one of a series of substantially equal
               periodic payments (not less frequently than annually) made for
               the life (or life expectancy) of the Participant or the joint
               lives (or joint life expectancies) of the Participant and the
               Participant's Designated Beneficiary, or for a specified period
               of ten years or more;

          (b)  any distribution to the extent such distribution is required
               under Code Section 401(a)(9); and

          (c)  the portion of any distribution that is not includable in gross
               income (determined without regard to the exclusion for net
               unrealized appreciation with respect to Employer securities).

A Direct Rollover is a payment by the plan to the Eligible Retirement Plan
specified by the Participant.

1.71 SALARY SAVINGS AGREEMENT An agreement between the Employer and a
participating Employee where the Employee authorizes the Employer to withhold a
specified amount or percentage of his or her Compensation for deposit to the
Plan on behalf of such Employee.

1.72 SELF-EMPLOYED INDIVIDUAL An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.73 SERVICE The period of current or prior employment with the Employer. If the
Employer maintains a plan of a predecessor employer, Service for such
predecessor shall be treated as Service for the Employer.

1.74 SHAREHOLDER EMPLOYEE An Employee or Officer who owns [or is considered as
owning within the meaning of Code Section 318(a)(1)], on any day during the
taxable year of an electing small business corporation (S Corporation), more
than 5% of such corporation's outstanding stock.

1.75 SIMPLIFIED EMPLOYEE PENSION PLAN An individual retirement account which
meets the requirements of Code Section 408(k), and to which the Employer makes
contributions pursuant to a written formula. These plans are considered for
contribution limitation and Top-Heavy testing purposes.

                                       13
<PAGE>

1.76     SPONSOR  SBERA, or any successor(s) or assign(s).

1.77 SPOUSE (SURVIVING SPOUSE) The Spouse or Surviving Spouse of the
Participant, provided that a former Spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a Qualified Domestic Relations
Order as described in Code Section 414(p).

1.78 SUPER TOP-HEAVY PLAN A Plan under which the Top-Heavy Ratio [as defined at
paragraph 1.81] exceeds 90%.

1.79 TAXABLE WAGE BASE For plans with an allocation formula which takes into
account the Employer's contribution under the Federal Insurance Contributions
Act (FICA), the maximum amount of earnings which may be considered wages for
such Plan Year under the Social Security Act [Code Section 3121(a)(1)], or the
amount selected by the Employer in the sub-section of the Adoption Agreement
entitled "Taxable Wage Base".

1.80 TOP-HEAVY DETERMINATION DATE For any Plan Year subsequent to the first Plan
Year, the last day of the preceding Plan Year. For the first Plan Year of the
Plan, the last day of that year.

1.81 TOP-HEAVY PLAN For any Plan Year beginning after 1983, the Employer's Plan
is top-heavy if any of the following conditions exist:

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

          (b)  If the Employer's plan is a part of a Required Aggregation Group
               of plans but not part of a Permissive Aggregation Group and the
               Top-Heavy Ratio for the group of plans exceeds 60%.

          (c)  If the Employer's plan is a part of a Required Aggregation Group
               and part of a Permissive Aggregation Group of plans and the
               Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

1.82     TOP-HEAVY RATIO

          (a)  If the Employer maintains one or more Defined Contribution plans
               (including any Simplified Employee Pension Plan) and the Employer
               has not maintained any Defined Benefit Plan which during the
               5-year period ending on the Determination Date(s) has or has had
               accrued benefits, the Top-Heavy Ratio for this Plan alone, or for
               the Required or Permissive Aggregation Group as appropriate, is a
               fraction,

               (1)  the numerator of which is the sum of the account balances of
                    all Key Employees as of the Determination Date(s) [including
                    any part of any account balance distributed in the 5-year
                    period ending on the Determination Date(s)], and

               (2)  the denominator of which is the sum of all account balances
                    [including any part of any account balance distributed in
                    the 5-year period ending on the Determination Date(s)], both
                    computed in accordance with Code Section 416 and the
                    regulations thereunder.

                    Both the numerator and denominator of the Top-Heavy Ratio
                    are increased to reflect any contribution not actually made
                    as of the Determination Date, but which is required to be
                    taken into account on that date under Code Section 416 and
                    the regulations thereunder.

                                       14
<PAGE>

          (b)  If the Employer maintains one or more Defined Contribution Plans
               (including any Simplified Employee Pension Plan) and the Employer
               maintains or has maintained one or more Defined Benefit Plans
               which during the 5-year period ending on the Determination
               Date(s) has or has had any accrued benefits, the Top-Heavy Ratio
               for any Required or Permissive Aggregation Group as appropriate
               is a fraction,

               (1)  the numerator of which is the sum of account balances under
                    the aggregated Defined Contribution Plan or Plans for all
                    Key Employees, determined in accordance with (a) above, and
                    the Present Value of accrued benefits under the aggregated
                    Defined Benefit Plan or Plans for all Key Employees as of
                    the Determination Date(s), and

               (2)  the denominator of which is the sum of the account balances
                    under the aggregated Defined Contribution Plan or Plans for
                    all Participants, determined in accordance with (a) above,
                    and the Present Value of accrued benefits under the Defined
                    Benefit Plan or Plans for all Participants as of the
                    Determination Date(s), all determined in accordance with
                    Code Section 416 and the regulations thereunder. The accrued
                    benefits under a Defined Benefit Plan in both the numerator
                    and denominator of the Top-Heavy Ratio are increased for any
                    distribution of an accrued benefit made in the 5-year period
                    ending on the Determination Date.

          (c)  For purposes of (a) and (b) above, the value of account balances
               and the Present Value of accrued benefits will be determined as
               of the most recent Valuation Date that falls within or ends with
               the 12-month period ending on the Determination Date, except as
               provided in Code Section 416 and the regulations thereunder for
               the first and second plan years of a Defined Benefit Plan. The
               account balances and accrued benefits of a participant (1) who is
               not a Key Employee but who was a Key Employee in a prior year, or
               (2) who has not been credited with at least one hour of service
               with any Employer maintaining the Plan at any time during the
               5-year period ending on the Determination Date will be
               disregarded. The calculation of the Top-Heavy Ratio, and the
               extent to which distributions, rollovers, and transfers are taken
               into account will be made in accordance with Code Section 416 and
               the Regulations thereunder. Qualified Voluntary Employee
               Contributions will not be taken into account for purposes of
               computing the Top-Heavy Ratio. When aggregating plans the value
               of account balances and accrued benefits will be calculated with
               reference to the Determination Dates that fall within the same
               calendar year. The accrued benefit of a Participant other than a
               Key Employee shall be determined under (1) the method, if any,
               that uniformly applies for accrual purposes under all Defined
               Benefit Plans maintained by the Employer, or (2) if there is no
               such method, as if such benefit accrued not more rapidly than the
               slowest accrual rate permitted under the fractional rule of Code
               Section 411(b)(1)(C).

1.83 TOP-PAID GROUP The group consisting of the top 20% of Employees when ranked
on the basis of Compensation paid during such year. For purposes of determining
the number of Employees in the group (but not who is in it), the following
Employees shall be excluded:

          (a)  Employees who have not completed 6 months of Service.

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

                                       15
<PAGE>

          (c)  Employees who normally do not work more than 6 months during any
               year.

          (d)  Employees who have not attained age 21.

          (e)  Employees included in a collective bargaining unit, covered by an
               agreement between employee representatives and the Employer,
               where retirement benefits were the subject of good faith
               bargaining and provided that 90% or more of the Employer's
               Employees are covered by the agreement.

          (f)  Employees who are nonresident aliens and who receive no earned
               income which constitutes income from sources within the United
               States.

1.84 TRANSFER CONTRIBUTION A non-taxable transfer of a Participant's benefit
directly from a Qualified Deferred Compensation Plan to this Plan.

1.85 TRUSTEE For Employers who are members of SBERA, the Trustee shall be the
Trustees of the Savings Banks Employees Retirement Association. For all other
Employers, the Trustee shall be the individual, individuals or institution
appointed by the Employer to serve as Trustee of the Plan. In the event the
Employer does not name an individual, individuals or institution to serve as
Trustee of the Plan, the Employer will be deemed to be the Trustee.

1.86 VALUATION DATE The last day of the Plan Year or such other date as agreed
to by the Employer and the Trustee on which Participant accounts are revalued in
accordance with Article V hereof. For Top-Heavy purposes, the date selected by
the Employer as of which the Top-Heavy Ratio is calculated.

1.87 VESTED ACCOUNT BALANCE The aggregate value of the Participant's vested
account balances derived from Employer and Employee contributions (including
Rollovers), whether vested before or upon death, including the proceeds of
insurance contracts, if any, on the Participant's life. The provisions of
Article VIII shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee contributions (or both) at the time of death
or distribution.

For purposes of paragraph 8.7, Vested Account Balance shall mean, in the case of
a money purchase pension plan, the Participant's separate account balance
attributable solely to Qualified Voluntary Contributions. For profit-sharing
plans the above definition shall apply.

1.88 VOLUNTARY CONTRIBUTION An Employee contribution by or on behalf of a
Participant that is included in the Participant's gross income in the year in
which made and that is maintained under a separate account to which earnings and
losses are allocated. For Plan Years beginning after the Plan Year in which this
Plan is adopted (or restated) by the Employer, Voluntary Contributions are only
permitted in Standardized Adoption Agreement 003 or Nonstandardized Adoption
Agreement 006 whether or not the Employer utilizes the salary deferral
provisions. Voluntary Contributions for Plan Years beginning after 1986,
together with any Matching Contributions as defined in Code Section 401(m), will
be limited so as to meet the nondiscrimination test of Code Section 401(m).

1.89 WELFARE BENEFIT FUND Any fund that is part of a plan of the Employer, or
has the effect of a plan, through which the Employer provides welfare benefits
to Employees or their beneficiaries. For these purposes, Welfare Benefit means
any benefit other than those with respect to which Code Section 83(h) (relating
to transfers of property in connection with the performance of services), Code
Section 404 (relating to deductions for contributions to an Employee's trust or
annuity and Compensation under a deferred payment plan), Code Section 404A
(relating to certain foreign deferred compensation plans) apply. A "Fund" is any
social club, voluntary employee benefit association, supplemental unemployment
benefit trust or qualified group legal service organization described in Code
Section 501(c)(7), (9), (17) or (20); any trust, corporation, or other
organization not exempt from income tax,



                                       16
<PAGE>

or to the extent provided in regulations, any account held for an Employer by
any person.

1.90 YEAR OF SERVICE A 12-consecutive month period during which an Employee is
credited with not less than 1,000 (or such lesser number as specified by the
Employer in the Adoption Agreement) Hours of Service.



                                       17
<PAGE>


                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1 PARTICIPATION Employees who meet the eligibility requirements in the
Adoption Agreement on the Effective Date of the Plan shall become Participants
as of the Effective Date of the Plan. If so elected in the Adoption Agreement,
all Employees employed on the Effective Date of the Plan may participate, even
if they have not satisfied the Plan's specified eligibility requirements. Other
Employees shall become Participants on the Entry Date coinciding with or
immediately following the date on which they meet the eligibility requirements.
Depending on the Plan's eligibility requirements, the entry date may actually be
earlier than the date on which the Employee satisfies the eligibility
requirements. The Employee must satisfy the eligibility requirements specified
in the Adoption Agreement and be employed on the Entry Date to become a
Participant in the Plan. In the event an Employee who is not a member of the
eligible class of Employees becomes a member of the eligible class, such
Employee shall participate immediately if such Employee has satisfied the
minimum age and service requirements and would have previously become a
Participant had he or she been in the eligible class. Employees may waive
participation in the Plan. However, this is only permitted if the Employer's
adoption is on Nonstandardized Adoption Agreement 004, 005 or 006, and the Plan
will meet the minimum coverage requirements in Code Section 410(b) and the
minimum participation requirements of Code Section 401(a)(26). [To the extent so
provided by regulations, a partner (or other employee) waiving participation in
the Plan may cause Code Section 401(k) and the regulations thereunder to apply.]
A former Participant shall again become a Participant upon returning to the
employ of the Employer at the next Entry Date or if earlier, the next Valuation
Date. For this purpose, Participant's Compensation and Service shall be
considered from date of rehire.

2.2 CHANGE IN CLASSIFICATION OF EMPLOYMENT In the event a Participant becomes
ineligible to participate because he or she is no longer a member of an eligible
class of Employees, such Employee shall participate upon his or her return to an
eligible class of Employees.

2.3 COMPUTATION PERIOD To determine Years of Service and Breaks in Service for
purposes of eligibility, the 12-consecutive month period shall commence on the
date on which an Employee first performs an Hour of Service for the Employer and
each anniversary thereof, such that the succeeding 12-consecutive month period
commences with the employee's first anniversary of employment and so on. If,
however, the period so specified is one year or less, the succeeding
12-consecutive month period shall commence on the first day of the Plan Year
prior to the anniversary of the date they first performed an Hour of Service
regardless of whether the Employee is entitled to be credited with 1,000 (or
such lesser number as specified by the Employer in the Adoption Agreement) Hours
of Service during their first employment year.

2.4 EMPLOYMENT RIGHTS Participation in the Plan shall not confer upon a
Participant any employment rights, nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5 SERVICE WITH CONTROLLED GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)], trades or
businesses under common control [as defined in Code Section 414(c)], or members
of an affiliated service group [as defined in Code Section 414(m)] shall be
credited for purposes of determining an Employee's eligibility to participate.

2.6 OWNER-EMPLOYEES 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 trades or businesses, 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 trades or businesses.

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.



                                       18
<PAGE>

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 contributions or benefits of the Employees under the
plan of the trades or businesses which are controlled must be as favorable as
those provided for him or her under the most favorable plan of the trade or
business which is not controlled.

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

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

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

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

2.7 LEASED EMPLOYEES Any Leased Employee shall be treated as an Employee of the
recipient Employer; however, contributions or benefits provided 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 such Employee
is covered by a money purchase pension plan providing:

          (a)  a non-integrated Employer contribution rate of at least 10% of
               Compensation, [as defined in Code Section 415(c)(3) but including
               amounts contributed by the Employer pursuant to a salary
               reduction agreement, which are excludable from the Employee's
               gross income under a cafeteria plan covered by Code Section 125,
               a cash or deferred profit-sharing plan under Code Section 401(k),
               a Simplified Employee Pension Plan under Code Section 408(k) and
               a tax-sheltered annuity under Code Section 403(b)],

          (b)  immediate participation, and

          (c)  full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipient's non-highly compensated work force.

2.8 THRIFT PLANS If the Employer makes an election in Adoption Agreements 003 or
006 to require Voluntary Contributions to participate in this Plan, the Employer
shall notify each eligible Employee in writing of his or her eligibility for
participation at least 30 days prior to the appropriate Entry Date. The Employee
shall indicate his or her intention to join the Plan by authorizing the Employer
to withhold a percentage of his or her Compensation as provided in the Plan.
Such authorization shall be returned to the Employer at least 10 days prior to
the Employee's Entry Date. The Employee may decline participation by so
indicating on the enrollment form or by failure to return the enrollment form to
the Employer prior to the Employee's Entry Date. If the Employee declines to
participate, such Employee shall be given the opportunity to join the Plan on
the next Entry Date. The taking of a Hardship Withdrawal under the provisions of
paragraph 6.9 will impact the Participant's ability to make these contributions.



                                       19
<PAGE>


                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS

3.1 AMOUNT The Employer intends to make periodic contributions to the Plan in
accordance with the formula or formulas selected in the Adoption Agreement.
However, the Employer's contribution for any Plan Year shall be subject to the
limitations on allocations contained in Article X. A Participant may elect to
waive an Employer contribution on his or her behalf for a given Plan Year.
However, a Participant may only make this election if the Employer's adoption is
on Nonstandardized Adoption Agreement 004, 005 or 006. [In the event a partner
in a partnership makes this election, in accordance with Proposed Regulations
Section 1.401(k)-1(a)(6), the Plan will be deemed to constitute a cash or
deferred arrangement with respect to the partners. Thus, contributions made on
behalf of any partners may be limited to $7,000 indexed as set forth in Code
Section 402(g)]. Any waiver made pursuant to this paragraph will be made prior
to the time such Participant accrues a benefit for that Plan Year.

3.2 EXPENSES AND FEES The Employer shall also be authorized to reimburse the
Fund for all expenses and fees incurred in the administration of the Plan or
Trust Account and paid out of the assets of the Fund. Such expenses shall
include, but shall not be limited to, fees for professional services, printing
and postage. Brokerage Commissions may not be reimbursed.

3.3 RESPONSIBILITY FOR CONTRIBUTIONS Neither the Trustee nor the Sponsor shall
be required to determine if the Employer has made a contribution or if the
amount contributed is in accordance with the Adoption Agreement or the Code. The
Employer shall have sole responsibility in this regard. The Trustee shall be
accountable solely for contributions actually received by it.

3.4 RETURN OF CONTRIBUTIONS Contributions made to the Fund by the Employer shall
be irrevocable except as provided below:

          (a)  Any contribution forwarded to the Trustee because of a mistake of
               fact, provided that the contribution is returned to the Employer
               within one year of the contribution.

          (b)  In the event that the Commissioner of Internal Revenue determines
               that the Plan is not initially qualified under the Internal
               Revenue Code, any contribution made incident to that initial
               qualification by the Employer must be returned to the Employer
               within one year after the date the initial qualification is
               denied, but only if the application for the qualification is made
               by the time prescribed by law for filing the Employer's return
               for the taxable year in which the Plan is adopted, or such later
               date as the Secretary of the Treasury may prescribe.

          (c)  Contributions forwarded to the Trustee are presumed to be
               deductible and are conditioned on their deductibility.
               Contributions which are determined to not be deductible will be
               returned to the Employer.



                                       20
<PAGE>


                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

4.1 VOLUNTARY CONTRIBUTIONS An Employee may make Voluntary Contributions to the
Plan established hereunder if so authorized by the Employer in a uniform and
nondiscriminatory manner. Such contributions are subject to the limitations on
Annual Additions and are subject to antidiscrimination testing. Voluntary
Contributions are permitted only in Adoption Agreements 003 and 006.

4.2 QUALIFIED VOLUNTARY CONTRIBUTIONS A Participant may no longer make Qualified
Voluntary Contributions to the Plan. Such amounts already contributed may remain
in the Trust Fund Account until distributed to the Participant.

4.3 ROLLOVER CONTRIBUTION Unless provided otherwise in the Adoption Agreement, a
Participant may make a Rollover Contribution to any Defined Contribution Plan
established hereunder of all or any part of an amount distributed or
distributable to him or her from a Qualified Deferred Compensation Plan
provided:

          (a)  the amount distributed to the Participant is deposited to the
               Plan no later than the sixtieth day after such distribution was
               received by the Participant,

          (b)  the amount distributed is not one of a series of substantially
               equal periodic payments made for the life (or life expectancy) of
               the Participant or the joint lives (or joint life expectancies)
               of the Participant and the Participant's Designated Beneficiary,
               or for a specified period of ten years or more;

          (c)  the amount distributed is not required under section 401(a)(9) of
               the Code;

          (d)  if the amount distributed included property such property is
               rolled over, or if sold the proceeds of such property may be
               rolled over,

          (e)  the amount distributed is not includable in gross income
               (determined without regard to the exclusion for net unrealized
               appreciation with respect to employer securities).

In addition, if the Adoption Agreement allows Rollover Contributions, the Plan
will also accept any Eligible Rollover Distribution (as defined at paragraph
1.70) directly to the Plan.

Rollover Contributions, which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally meet
the requirements of paragraph (f):

          (f)  The distribution from the Qualified Deferred Compensation Plan
               constituted the Participant's entire interest in such Plan and
               was distributed within one taxable year to the Participant:

               (1)  on account of separation from Service, a Plan termination,
                    or in the case of a profit-sharing or stock bonus plan, a
                    complete discontinuance of contributions under such plan
                    within the meaning of Section 402(a)(6)(A) of the Code, or

               (2)  in one or more distributions which constitute a qualified
                    lump sum distribution within the meaning of Code Section
                    402(e)(4)(A), determined without reference to subparagraphs
                    (B) and (H).



                                       21
<PAGE>

Such Rollover Contribution may also be made through an Individual Retirement
Account qualified under Code Section 408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is made
in accordance with the rules provided under paragraphs (a) through (e) and the
Rollover Contribution does not include any regular IRA contributions, or
earnings thereon, which the Participant may have made to the IRA. Rollover
Contributions, which relate to distributions prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and additional
requirements as provided in the previous sentence. The Trustee shall not be held
responsible for determining the tax-free status of any Rollover Contribution
made under this Plan.

4.4 TRANSFER CONTRIBUTION Unless provided otherwise in the Adoption Agreement a
Participant may, subject to the provisions of paragraph 4.5, also arrange for
the direct transfer of his or her benefit from a Qualified Deferred Compensation
Plan to this Plan. For accounting and record keeping purposes, Transfer
Contributions shall be treated in the same manner as Rollover Contributions.

In the event the Employer accepts a Transfer Contribution from a Plan in which
the Employee was directing the investments of his or her account, the Employer
may continue to permit the Employee to direct his or her investments in
accordance with paragraph 13.7 with respect only to such Transfer Contribution.
Notwithstanding the above, the Employer may refuse to accept such Transfer
Contributions.

4.5 EMPLOYER APPROVAL OF TRANSFER CONTRIBUTIONS The Employer maintaining a
Safe-Harbor Profit-Sharing Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory manner, may in its sole discretion refuse to
allow Transfer Contributions to its profit-sharing plan, if such contributions
are directly or indirectly being transferred from a defined benefit plan, a
money purchase pension plan (including a target benefit plan), a stock bonus
plan, or another profit-sharing plan which would otherwise provide for a life
annuity form of payment to the Participant.

4.6 ELECTIVE DEFERRALS A Participant may enter into a Elective Deferrals
Agreement with the Employer authorizing the Employer to withhold a portion of
such Participant's Compensation not to exceed $7,000 per calendar year as
adjusted for inflation or, if lesser, the percentage of Compensation specified
in the Adoption Agreement and to deposit such amount to the Plan. No Participant
shall be permitted to have Elective Deferrals made under this Plan or any other
qualified plan maintained by the Employer, during any taxable year, in excess of
the dollar limitation contained in Code Section 402(g) in effect at the
beginning of such taxable year. Thus, the $7,000 limit may be reduced if a
Participant contributes pre-tax contributions to qualified plans of this or
other Employers. Any such contribution shall be credited to the Employee's
Elective Deferrals Account. Unless otherwise specified in the Adoption
Agreement, a Participant may amend his or her Elective Deferrals Agreement to
increase, decrease or terminate the percentage upon 30 days written notice to
the Employer. If a Participant terminates his or her agreement, such Participant
shall not be permitted to put a new Elective Deferrals Agreement into effect
until the first pay period in the next Plan Year, unless otherwise stated in the
Adoption Agreement. The Employer may also amend or terminate said agreement on
written notice to the Participant. If a Participant has not authorized the
Employer to withhold at the maximum rate and desires to increase the total
withheld for a Plan Year, such Participant may authorize the Employer upon 30
days notice to withhold a supplemental amount up to 100% of his or her
Compensation for one or more pay periods. In no event may the sum of the amounts
withheld under the Elective Deferrals Agreement plus the supplemental
withholding exceed 25% of a Participant's Compensation for a Plan Year. The
Employer may also recharacterize as after-tax Voluntary Contributions all or any
portion of amounts previously withheld under any Elective Deferrals Agreement
within the Plan Year as provided for at paragraph 10.10. This may be done to
insure that the Plan will meet one of the antidiscrimination tests under Code
Section 401(k). Elective Deferrals shall be deposited in the Trust within 30
days after being withheld from the Participant's pay. Elective Deferrals are
permitted only in Standardized Adoption Agreement 003, Nonstandardized Adoption
Agreement 006, and Standardized Adoption Agreement 009.



                                       22
<PAGE>


4.7 REQUIRED VOLUNTARY CONTRIBUTIONS If the Employer makes a thrift election in
the Adoption Agreement, each eligible Participant shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as provided
in the Adoption Agreement. Such Voluntary Contributions shall be withheld from
the Employee's Compensation and shall be transmitted by the Employer to the
Trustee as agreed between the Employer and Trustee. A Participant may
discontinue participation or change his or her Voluntary Contribution percentage
by so advising the Employer at least 10 days prior to the date on which such
discontinuance or change is to be effective. If a Participant discontinues his
or her Voluntary Contributions, such Participant may not again authorize
Voluntary Contributions for a period of one year from the date of
discontinuance. A Participant may voluntarily change his or her Voluntary
Contribution percentage once during any Plan Year and may also agree to have a
reduction in his or her contribution, if required to satisfy the requirements of
the ACP test. Voluntary Contributions are permitted only in Standardized
Adoption Agreement 003 and Nonstandardized Adoption Agreement 006.

4.8 DIRECT ROLLOVER OF BENEFITS Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Participant's election under this
paragraph, for distributions made on or after January 1, 1993, a Participant 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 Participant in a Direct Rollover. Any
portion of a distribution which is not paid directly to an Eligible Retirement
Plan shall be distributed to the Participant. For purposes of this paragraph, a
Surviving Spouse or a Spouse or former Spouse who is an alternate payee under a
Qualified Domestic Relations Order as defined in Code Section 414(p), will be
permitted to elect to have any Eligible Rollover Distribution paid directly to
an individual retirement account (IRA) or an individual retirement annuity
(IRA).

The Plan provisions otherwise applicable to distributions continue to apply to
Rollover and Transfer Contributions.



                                       23
<PAGE>


                                    ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1 SEPARATE ACCOUNTS The Employer shall establish a separate bookkeeping
account for each Participant showing the total value of his or her interest in
the Fund. Each Participant's account shall be separated for bookkeeping purposes
into the following sub-accounts:

          (a)  Employer Contributions.

               (1)  Matching Contributions.

               (2)  Qualified Matching Contributions.

               (3)  Qualified Non-Elective Contributions.

               (4)  Discretionary Contributions.

               (5)  Elective Deferrals.

          (b)  Voluntary Contributions (and additional amounts including,
               required contributions and if applicable, either repayments of
               loans previously defaulted on and treated as "deemed
               distributions" on which a tax report has been issued, and amounts
               paid out upon a separation from service which have been included
               in income and which are repaid after being re-hired by the
               Employer).

          (c)  Qualified Voluntary Contributions (if the Plan previously
               accepted these).

          (d)  Rollover Contributions.

          (e)  Transfer Contributions.

5.2 ADJUSTMENTS TO PARTICIPANT ACCOUNTS As of each Valuation Date of the Plan,
the Employer shall add to each account:

          (a)  the Participant's share of the Employer's contribution and
               forfeitures as determined in the Adoption Agreement,

          (b)  any Elective Deferrals, Voluntary, Rollover or Transfer
               Contributions made by the Participant.

          (c)  any repayment of amounts previously paid out to a Participant
               upon a separation from Service and repaid by the Participant
               since the last Valuation Date, and

          (d)  the Participant's proportionate share of any investment earnings
               and increase in the fair market value of the Fund since the last
               Valuation Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

          (e)  any withdrawals or payments made from the Participant's account
               since the last Valuation Date, and

          (f)  the Participant's proportionate share of any decrease in the fair
               market value of the Fund since the last Valuation Date, as
               determined at paragraph 5.4.



                                       24
<PAGE>

5.3 ALLOCATING EMPLOYER CONTRIBUTIONS The Employer's contribution shall be
allocated to Participants in accordance with the allocation formula selected by
the Employer in the Adoption Agreement, and the minimum contribution and
allocation requirements for Top-Heavy Plans. Beginning with the 1990 Plan Year
and thereafter, for plans on Standardized Adoption Agreements 001, 002, 003,
007, 008 and 009, Participants who are credited with more than 500 Hours of
Service or are employed on the last day of the Plan Year must receive a full
allocation of Employer contributions. In Nonstandardized Adoption Agreements
004, 005, and 006, Employer contributions shall be allocated to the accounts of
Participants employed by the Employer on the last day of the Plan Year unless
indicated otherwise in the Adoption Agreement. In the case of a non-Top-Heavy,
Nonstandardized Plan, Participants must also have completed a Year of Service
unless otherwise specified in the Adoption Agreement. For Nonstandardized
Adoption Agreements 004, 005, and 006, the Employer may only apply the last day
of the Plan Year and Year of Service requirements, if the Plan satisfies the
requirements of Code Sections 401(a)(26) and 410(b) and the regulations
thereunder including the exception for 401(k) plans. If, when applying the last
day and Year of Service requirements, the Plan fails to satisfy the
aforementioned requirements, additional Participants will be eligible to receive
an allocation of Employer Contributions until the requirements are satisfied.
Participants who are credited with a Year of Service, but not employed at Plan
Year end, are the first category of additional Participants eligible to receive
an allocation. If the requirements are still not satisfied, Participants
credited with more than 500 Hours of Service and employed at Plan Year end are
the next category of Participants eligible to receive an allocation. Finally, if
necessary to satisfy the said requirements, any Participant credited with more
than 500 Hours of Service will be eligible for an allocation of Employer
Contributions.

5.4 ALLOCATING INVESTMENT EARNINGS AND LOSSES A Participant's share of
investment earnings and any increase or decrease in the fair market value of the
Fund shall be based on the proportionate value of all active accounts (other
than accounts with segregated investments) as of the last Valuation Date less
withdrawals since the last Valuation Date. If Employer and/or Employee
contributions are made monthly, quarterly, or on some other systematic basis,
the adjusted value of such accounts for allocation of investment income and
gains or losses shall include one-half the Employer contributions for such
period. If Employer and/or Employee contributions are not made on a systematic
basis, it is assumed that they are made at the end of the valuation period and
therefore will not receive an allocation of investment earnings and gains or
losses for such period.

Alternatively, at the Plan Administrator's option, all Employer contributions
will be credited with an allocation of the actual investment earnings and gains
and losses from the actual date of deposit of each such contribution until the
end of the period. Accounts with segregated investments shall receive only the
income or loss on such segregated investments. In no event shall the selection
of a method of allocating gains and losses be used to discriminate in favor of
the Highly Compensated Employees.

5.5 PARTICIPANT STATEMENTS Upon completing the allocations described above for
the Valuation Date coinciding with the end of the Plan Year, the Employer shall
prepare a statement for each Participant showing the additions to and
subtractions from his or her account since the last such statement and the fair
market value of his or her account as of the current Valuation Date. Employers
so choosing may prepare Participant statements for each Valuation Date.



                                       25
<PAGE>


                                   ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 NORMAL RETIREMENT BENEFITS A Participant shall be entitled to receive the
balance held in his or her account from Employer contributions upon attaining
Normal Retirement Age or at such earlier dates as the provisions of this Article
VI may allow. If the Participant elects to continue working past his or her
Normal Retirement Age, he or she will continue as an active Plan Participant and
no distribution shall be made to such Participant until his or her actual
retirement date unless the employer elects otherwise in the Adoption Agreement,
or a minimum distribution is required by law. Settlement shall be made in the
normal form, or if elected in one of the optional forms of payment provided
below.

6.2 EARLY RETIREMENT BENEFITS If the Employer so provides in the Adoption
Agreement, an Early Retirement benefit will be available to individuals who meet
the age and Service requirements. An individual who meets the Early Retirement
Age requirements and separates from Service, will become fully vested,
regardless of any vesting schedule which otherwise might apply. If a Participant
separates from Service before satisfying the age requirements, but after having
satisfied the Service requirement, the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3      BENEFITS ON TERMINATION OF EMPLOYMENT

          (a)  If a Participant terminates employment prior to Normal Retirement
               Age, such Participant shall be entitled to receive the vested
               balance held in his or her account payable at Normal Retirement
               Age in the normal form, or if elected, in one of the optional
               forms of payment provided hereunder. If applicable, the Early
               Retirement Benefit provisions may be elected. Notwithstanding the
               preceding sentence, a former Participant may, if allowed in the
               Adoption Agreement, make application to the Employer requesting
               early payment of any deferred vested and nonforfeitable benefit
               due.

          (b)  If a Participant terminates employment, and the value of that
               Participant's Vested Account Balance derived from Employer and
               Employee contributions is not greater than $3,500, the
               Participant may receive a lump sum distribution of the value of
               the entire vested portion of such account balance and the
               non-vested portion will be treated as a forfeiture. The Employer
               shall continue to follow their consistent policy, as may be
               established, regarding immediate cash-outs of Vested Account
               Balances of $3,500 or less. For purposes of this article, if the
               value of a Participant's Vested Account Balance is zero, the
               Participant shall be deemed to have received a distribution of
               such Vested Account Balance immediately following termination.
               Likewise, if the Participant is reemployed prior to incurring 5
               consecutive 1-year Breaks in Service they will be deemed to have
               immediately repaid such distribution. For Plan Years prior to
               1989, a Participant's Vested Account Balance shall not include
               Qualified Voluntary Contributions. Notwithstanding the above, if
               the Employer maintains or has maintained a policy of not
               distributing any amounts until the Participant's Normal
               Retirement Age, the Employer can continue to uniformly apply such
               policy.

          (c)  If a Participant terminates Service with a Vested Account Balance
               derived from Employer and Employee contributions in excess of
               $3,500, and elects (with his or her Spouse's consent) to receive
               100% of the value of his or her Vested Account Balance in a lump
               sum, the non-vested portion will be treated as a forfeiture.
               Except as provided at paragraph 6.4(c), the Participant (and his
               or her Spouse) must consent to any distribution, when the Vested
               Account Balance described above exceeds $3,500 or if at the time
               of any prior distribution it exceeded $3,500. For purposes of
               this paragraph, a Participant's Vested

                                       26
<PAGE>

               Account Balance shall not include Qualified Voluntary
               Contributions, for Plan Years beginning prior to 1989.

          (d)  Distribution of less than 100% of the Participant's Vested
               Account Balance shall only be permitted if the Participant is
               fully vested upon termination of employment.

          (e)  If a Participant who is not 100% vested receives or is deemed to
               receive a distribution pursuant to this paragraph, and such
               Participant's non-vested benefit is forfeited hereunder, and if
               such Participant resumes employment covered under this Plan, the
               Participant shall have the right to repay to the Plan the full
               amount of the distribution attributable to Employer contributions
               on or before the earlier of the date that the Participant incurs
               5 consecutive 1-year Breaks in Service following the date of
               distribution or five years after the first date on which the
               Participant is subsequently reemployed. In such event, the
               Participant's forfeiture shall be restored to his or her account
               as of the Valuation Date at the end of the Plan Year following
               the date on which repayment of the distribution is received.
               Restoration of the forfeiture amount shall be accomplished in
               accordance with the procedure selected by the Employer in the
               Adoption Agreement.

          (f)  A Participant shall also have the option, to postpone payment of
               his or her Plan benefits until the first day of April following
               the calendar year in which he or she attains age 70\1/2. Any
               balance of a Participant's account resulting from his or her
               Employee contributions not previously withdrawn, if any, may be
               withdrawn by the Participant immediately following separation
               from Service.

          (g)  If a Participant ceases to be an active Employee as a result of a
               Disability as defined at paragraph 1.20, such Participant shall
               be able to make an application for a disability retirement
               benefit payment. The Participant's account balance will be deemed
               "immediately distributable" as set forth in paragraph 6.4, and
               will be fully vested pursuant to paragraph 9.2.

6.4      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

          (a)  An account balance is immediately distributable if any part of
               the account balance could be distributed to the Participant (or
               Surviving Spouse) before the Participant attains (or would have
               attained whether or not deceased) the later of the Normal
               Retirement Age or age 62.

          (b)  If the value of a Participant's Vested Account Balance derived
               from Employer and Employee Contributions exceeds (or at the time
               of any prior distribution exceeded) $3,500, and the account
               balance is immediately distributable, the Participant and his or
               her Spouse (or where either the Participant or the Spouse has
               died, the survivor) must consent to any distribution of such
               account balance. The consent of the Participant and the Spouse
               shall be obtained in writing within the 90-day period ending on
               the annuity starting date, which is the first day of the first
               period for which an amount is paid as an annuity or any other
               form. The Plan Administrator shall notify the Participant and the
               Participant's Spouse of the right to defer any distribution until
               the Participant's account balance is no longer immediately
               distributable. Such notification shall include a general
               description of the material features, and an explanation of the
               relative values of, the optional forms of benefit available under
               the plan in a manner that would satisfy the notice requirements
               of Code Section 417(a)(3), and shall be provided no less than 30
               days and no more than 90 days prior to the annuity starting date.

          (c)  Notwithstanding the foregoing, only the Participant need consent
               to the commencement of

                                       27
<PAGE>

               a distribution in the form of a qualified Joint and Survivor
               Annuity while the account balance is immediately distributable.
               Furthermore, if payment in the form of a Qualified Joint and
               Survivor Annuity is not required with respect to the Participant
               pursuant to paragraph 8.7 of the Plan, only the Participant need
               consent to the distribution of an account balance that is
               immediately distributable. Neither the consent of the Participant
               nor the Participant's Spouse shall be required to the extent that
               a distribution is required to satisfy Code Section 401(a)(9) or
               Code Section 415. In addition, upon termination of this Plan if
               the Plan does not offer an annuity option (purchased from a
               commercial provider), the Participant's account balance may,
               without the Participant's consent, be distributed to the
               Participant or transferred to another Defined Contribution Plan
               [other than an employee stock ownership plan as defined in Code
               Section 4975(e)(7)] within the same controlled group.

          (d)  For purposes of determining the applicability of the foregoing
               consent requirements to distributions made before the first day
               of the first Plan Year beginning after 1988, the Participant's
               Vested Account Balance shall not include amounts attributable to
               Qualified Voluntary Contributions.

6.5 NORMAL FORM OF PAYMENT The normal form of payment for a profit- sharing plan
satisfying the requirements of paragraph 8.7 hereof shall be a lump sum with no
option for annuity payments. For all other plans, the normal form of payment
hereunder shall be a Qualified Joint and Survivor Annuity as provided under
Article VIII. A Participant whose Vested Account Balance derived from Employer
and Employee contributions exceeds $3,500, or if at the time of any prior
distribution it exceeds $3,500, shall (with the consent of his or her Spouse)
have the right to receive his or her benefit in a lump sum or in monthly,
quarterly, semi-annual or annual payments from the Fund over any period not
extending beyond the life expectancy of the Participant and his or her
Beneficiary. For purposes of this paragraph, a Participant's Vested Account
Balance shall not include Qualified Voluntary Contributions, for Plan Years
beginning prior to 1989. The normal form of payment shall be automatic, unless
the Participant files a written request with the Employer prior to the date on
which the benefit is automatically payable, electing a lump sum or installment
payment option. No amendment to the Plan may eliminate one of the optional
distribution forms listed above.

6.6      COMMENCEMENT OF BENEFITS

          (a)  Unless the Participant elects otherwise, distribution of benefits
               will begin no later than the 60th day after the close of the Plan
               Year in which the latest of the following events occurs:

               (1)  the Participant attains age 65 (or normal retirement age if
                    earlier),

               (2)  occurs the 10th anniversary of the year in which the
                    Participant commenced participation in the Plan, or

               (3)  the Participant terminates Service with the Employer.

          (b)  Notwithstanding the foregoing, the failure of a Participant and
               Spouse (if necessary) to consent to a distribution while a
               benefit is immediately distributable, within the meaning of
               paragraph 6.4 hereof, shall be deemed an election to defer
               commencement of payment of any benefit sufficient to satisfy this
               paragraph.

          (c)  Unless the Employer provides otherwise in the Adoption Agreement,
               distributions of benefits will be made within 60 days following
               the close of the Plan Year during which a distribution is
               requested or otherwise becomes payable.

6.7 CLAIMS PROCEDURES Upon retirement, death, or other severance of employment,
the Participant or his or



                                       28
<PAGE>

her representative may make application to the Employer requesting payment of
benefits due and the manner of payment. If no application for benefits is made,
the Employer shall automatically pay any vested benefit due hereunder in the
normal form at the time prescribed at paragraph 6.6. If an application for
benefits is made, the Employer shall accept, reject, or modify such request and
shall notify the Participant in writing setting forth the response of the
Employer and in the case of a denial or modification the Employer shall:

          (a)  state the specific reason or reasons for the denial,

          (b)  provide specific reference to pertinent Plan provisions on which
               the denial is based,

          (c)  provide a description of any additional material or information
               necessary for the Participant or his representative to perfect
               the claim and an explanation of why such material or information
               is necessary, and

          (d)  explain the Plan's claim review procedure as contained in this
               Plan.

In the event the request is rejected or modified, the Participant or his
representative may within 60 days following receipt by the Participant or
representative of such rejection or modification, submit a written request for
review by the Employer of its initial decision. Within 60 days following such
request for review, the Employer shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision. If
the Participant or representative is not satisfied with the Employer's final
decision, the Participant or representative can institute an action in a federal
court of competent jurisdiction; for this purpose, process would be served on
the Employer.

6.8 IN-SERVICE WITHDRAWALS An Employee may withdraw all or any part of the fair
market value of his or her Mandatory Contributions, Voluntary Contributions,
Qualified Voluntary Contributions or Rollover Contributions, upon written
request to the Employer. Transfer Contributions, which originate from a Plan
meeting the safe-harbor provisions of paragraph 8.7, may also be withdrawn by an
Employee upon written request to the Employer. Transfer Contributions not
meeting the safe-harbor provisions may only be withdrawn upon retirement, death,
Disability, termination or termination of the Plan, and will be subject to
Spousal consent requirements contained in Code Sections 411(a)(11) and 417. No
such withdrawals are permitted from a money purchase plan until the Participant
reaches Normal Retirement Age. Such request shall include the Participant's
address, social security number, birthdate, and amount of the withdrawal. If at
the time a distribution of Qualified Voluntary Contributions is received the
Participant has not attained age 59 1/2 and is not disabled, as defined at Code
Section 22(e)(3), the Participant will be subject to a federal income tax
penalty, unless the distribution is rolled over to a qualified plan or
individual retirement plan within 60 days of the date of distribution. A
Participant may withdraw all or any part of the fair market value of his or her
pre-1987 Voluntary Contributions with or without withdrawing the earnings
attributable thereto. Post-1986 Voluntary Contributions may only be withdrawn
along with a portion of the earnings thereon. The amount of the earnings to be
withdrawn is determined by using the formula: DA[1-(V , V + E)], where DA is
the distribution amount, V is the amount of Voluntary Contributions and V + E is
the amount of Voluntary Contributions plus the earnings attributable thereto. A
Participant withdrawing his or her other contributions prior to attaining age 59
1/2, will be subject to a federal tax penalty to the extent that the withdrawn
amounts are includable in income. Unless the Employer provides otherwise in the
Adoption Agreement, any Participant in a profit-sharing plan who is 100% fully
vested in his or her Employer contributions may withdraw all or any part of the
fair market value of any of such contributions that have been in the account at
least two years, plus the investment earnings thereon, without separation from
Service. Such distributions shall not be eligible for redeposit to the Fund. A
withdrawal under this paragraph shall not prohibit such Participant from sharing
in any future Employer Contribution he or she would otherwise be eligible to
share in. A request to withdraw amounts pursuant to this paragraph must if
applicable, be consented to by the Participant's Spouse. The consent shall
comply with the requirements of paragraph 6.4 relating to immediate
distributions.
Elective Deferrals, Qualified Non-elective Contributions, and Qualified Matching
Contributions, and income

                                       29
<PAGE>

allocable to each are not distributable to a Participant or his or her
Beneficiary or Beneficiaries, in accordance with such Participant's or
Beneficiary's or Beneficiaries' election, earlier than upon separation from
Service, death, or Disability. Such amounts may also be distributed upon:

          (a)  Termination of the Plan without the establishment of another
               Defined Contribution Plan.

          (b)  The disposition by a corporation to an unrelated corporation of
               substantially all of the assets [within the meaning of Code
               Section 409(d)(2)] used in a trade or business of such
               corporation if such corporation continues to maintain this Plan
               after the disposition, but only with respect to Employees who
               continue employment with the corporation acquiring such assets.

          (c)  The disposition by a corporation to an unrelated entity of such
               corporation's interest in a subsidiary [within the meaning of
               Code Section 409(d)(3)] if such corporation continues to maintain
               this plan, but only with respect to Employees who continue
               employment with such subsidiary.

          (d)  The attainment of age 59 1/2.

          (e)  The Hardship of the Participant as described in paragraph 6.9.

All distributions that may be made pursuant to one or more of the foregoing
distributable events are subject to the Spousal and Participant consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9 HARDSHIP WITHDRAWAL If permitted by the Employer in the Adoption Agreement,
a Participant in a profit-sharing plan may request a hardship withdrawal prior
to attaining age 59 1/2. If the Participant has not attained age 59 1/2, the
Participant may be subject to a federal income tax penalty. Such request shall
be in writing to the Employer who shall have sole authority to authorize a
hardship withdrawal, pursuant to the rules below. Hardship withdrawals may
include Elective Deferrals and any earnings accrued and credited thereon as of
the last day of the Plan Year ending before July 1, 1989 and Employer related
contributions, including but not limited to Employer Matching Contributions,
plus the investment earnings thereon to the extent vested. Qualified Matching
Contributions, Qualified Non-Elective Contributions and Elective Deferrals
reclassified as Voluntary Contributions, plus the investment earnings thereon
are only available for a Hardship Withdrawal prior to age 59 1/2 to the extent
that they were credited to the Participant's Account as of the last day of the
Plan Year ending prior to July 1, 1989. The Plan Administrator may limit
withdrawals to Elective Deferrals and the earnings thereon as stipulated above.
Hardship withdrawals are subject to the Spousal consent requirements contained
in Code Sections 401(a)(11) and 417. Only the following reasons are valid to
obtain hardship withdrawal:

          (a)  medical expenses [within the meaning of Code Section 213(d)] of
               the Participant, his or her Spouse, children and other
               dependents,

          (b)  the purchase (excluding mortgage payments) of the principal
               residence for the Participant,

          (c)  payment of tuition and related educational expenses for the next
               twelve (12) months of post-secondary education for the
               Participant, his or her Spouse, children or other dependents, or

          (d)  the need to prevent eviction of the Employee from or a
               foreclosure on the mortgage of, the Employee's principal
               residence.

Furthermore, for Plans on Adoption Agreements 003 and 006, the following
conditions must be met in order for a withdrawal to be authorized:



                                       30
<PAGE>

          (e)  the Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable loans under all plans
               maintained by the Employer,

          (f)  all plans maintained by the Employer provide that the Employee's
               Elective Deferrals and Voluntary Contributions will be suspended
               for twelve months after the receipt of the Hardship distribution,

          (g)  the distribution is not in excess of the amount of the immediate
               and heavy financial need [(a) through (d)] above, and

          (h)  all plans maintained by the Employer provide that an Employee may
               only make Elective Deferrals for the Employee's taxable year
               immediately following the taxable year of the hardship
               distribution of the applicable limit under Code Section 402(g)
               for such taxable year, less the amount of such Employee's pre-tax
               contributions for the taxable year of the hardship distribution.

  If a distribution is made from any Plan at a time when a Participant has a
  nonforfeitable right to less than 100% of the account balance derived from
  Employer contributions and the Participant may increase the nonforfeitable
  percentage in the account:

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

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

                         X = P [AB + (R X D)] - (R X D)

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



                                       31
<PAGE>


                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

7.1 JOINT AND SURVIVOR ANNUITY REQUIREMENTS All distributions made under the
terms of this Plan must comply with the provisions of Article VIII including, if
applicable, the safe harbor provisions thereunder.

7.2 MINIMUM DISTRIBUTION REQUIREMENTS All distributions required under this
Article shall be determined and made in accordance with the minimum distribution
requirements of Code Section 401(a)(9) and the regulations thereunder, including
the minimum distribution incidental benefit rules found at Regulations Section
1.401(a)(9)-2. The entire interest of a Participant must be distributed or begin
to be distributed no later than the Participant's Required Beginning Date. Life
expectancy and joint and last survivor life expectancy are computed by using the
expected return multiples found in Tables V and VI of Regulations Section
1.72-9.

7.3 LIMITS ON DISTRIBUTION PERIODS As of the First Distribution Calendar Year,
distributions if not made in a single-sum, may only be made over one of the
following periods (or a combination thereof):

          (a)  the life of the Participant,

          (b)  the life of the Participant and a Designated Beneficiary,

          (c)  a period certain not extending beyond the life expectancy of the
               participant, or

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

7.4      REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

          (a)  If a participant's benefit is to be distributed over (1) a period
               not extending beyond the life expectancy of the Participant or
               the joint life and last survivor expectancy of the Participant
               and the Participant's Designated Beneficiary or (2) a period not
               extending beyond the life expectancy of the Designated
               Beneficiary, the amount required to be distributed for each
               calendar year, beginning with distributions for the First
               Distribution Calendar Year, must at least equal the quotient
               obtained by dividing the Participant's benefit by the Applicable
               Life Expectancy.

          (b)  For calendar years beginning before 1989, if the Participant's
               Spouse is not the Designated Beneficiary, the method of
               distribution selected must have assured that at least 50% of the
               Present Value of the amount available for distribution was to be
               paid within the life expectancy of the Participant.

          (c)  For calendar years beginning after 1988, the amount to be
               distributed each year, beginning with distributions for the First
               Distribution Calendar Year shall not be less than the quotient
               obtained by dividing the Participant's benefit by the lesser of
               (1) the Applicable Life Expectancy or (2) if the Participant's
               Spouse is not the Designated Beneficiary, the applicable divisor
               determined from the table set forth in Q&A-4 of Regulations
               Section 1.401(a)(9)-2. Distributions after the death of the
               Participant shall be distributed using the Applicable Life
               Expectancy as the relevant divisor without regard to Regulations
               Section 1.401(a)(9)-2.

          (d)  The minimum distribution required for the Participant's First
               Distribution Calendar Year must be made on or before the
               Participant's Required Beginning Date. The minimum



                                       32
<PAGE>

               distribution for other calendar years, including the minimum
               distribution for the Distribution Calendar Year in which the
               Participant's Required Beginning Date occurs, must be made on or
               before December 31 of that Distribution Calendar Year.

          (e)  If the Participant's benefit is distributed in the form of an
               annuity purchased from an insurance company, distributions
               thereunder shall be made in accordance with the requirements of
               Code Section 401(a)(9) and the regulations thereunder.

          (f)  For purposes of determining the amount of the required
               distribution for each Distribution Calendar Year, the account
               balance to be used is the account balance determined as of the
               last valuation preceding the Distribution Calendar Year. This
               balance will be increased by the amount of any contributions or
               forfeitures allocated to the account balance after the valuation
               date in such preceding calendar year. Such balance will also be
               decreased by distributions made after the Valuation Date in such
               preceding Calendar Year.

          (g)  For purposes of subparagraph 7.4(f), if any portion of the
               minimum distribution for the First Distribution Calendar Year is
               made in the second Distribution Calendar Year on or before the
               Required Beginning Date, the amount of the minimum distribution
               made in the second Distribution Calendar Year shall be treated as
               if it had been made in the immediately preceding Distribution
               Calendar Year.

7.5      REQUIRED BEGINNING DATE

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

          (b)  Transitional Rules. The Required Beginning Date of a Participant
               who attained age 70 1/2 before 1988, shall be determined in
               accordance with (1) or (2) below:

               (1)  Non-5-percent owners. The Required Beginning Date of a
                    Participant who is not a 5-percent owner is the first day of
                    April of the calendar year following the calendar year in
                    which the later of retirement or attainment of age 70 1/2
                    occurs. The Required Beginning Date of a Participant who is
                    not a 5-percent owner, who attains age 70 1/2 during 1988
                    and who has not retired as of 1989, is April 1, 1990.

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

                    (i)  the calendar year in which the Participant attains age
                         70 1/2, or

                    (ii) the earlier of the calendar year with or within which
                         ends the plan year in which the Participant becomes a
                         5-percent owner, or the calendar year in which the
                         Participant retires.

          (c)  A Participant is treated as a 5-percent owner for purposes of
               this Paragraph if such Participant is a 5-percent owner as
               defined in Code Section 416(i) (determined in accordance with
               Code Section 416 but without regard to whether the Plan is
               Top-Heavy) at



                                       33
<PAGE>

               any time during the Plan Year ending with or within the calendar
               year in which such Owner attains age 66 1/2 or any subsequent
               Plan Year.

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

7.6      TRANSITIONAL RULE

          (a)  Notwithstanding the other requirements of this article and
               subject to the requirements of Article VIII, Joint and Survivor
               Annuity Requirements, distribution on behalf of any Employee,
               including a 5-percent owner, may be made in accordance with all
               of the following requirements (regardless of when such
               distribution commences):

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

                    (ii) The distribution is in accordance with a method of
                         distribution designated by the employee whose interest
                         in the trust is being distributed or, if the employee
                         is deceased, by a beneficiary of such employee.

                    (iii) Such designation was in writing, was signed by the
                         employee or the beneficiary, and was made before
                         January 1, 1984.

                    (iv) The Employee has accrued a benefit under the Plan as of
                         December 31, 1983.

                    (v)  The method of distribution designated by the Employee
                         or the beneficiary specifies the time at which
                         distribution will commence, the period over which
                         distributions will be made, and in the case of any
                         distribution upon the Employee's death, the
                         beneficiaries of the Employee listed in order of
                         priority.

          (b)  A distribution upon death will not be covered by this
               transitional rule unless the information in the designation
               contains the required information described above with respect to
               the distributions to be made upon the death of the Employee.

          (c)  For any distribution which commences before January 1, 1984, but
               continues after December 31, 1983, the Employee, or the
               beneficiary, to whom such distribution is being made, will be
               presumed to have designated the method of distribution under
               which the distribution is being made if the method of
               distribution was specified in writing and the distribution
               satisfies the requirements in sub-paragraphs (a)(i) and (a)(v)
               above.

          (d)  If a designation is revoked, any subsequent distribution must
               satisfy the requirements of Code Section 401(a)(9) and the
               Regulations thereunder. If a designation is revoked subsequent to
               the date distributions are required to begin, the Plan must
               distribute by the



                                       34
<PAGE>

               end of the calendar year following the calendar year in which the
               revocation occurs the total amount not yet distributed which
               would have been required to have been distributed to satisfy Code
               Section 401(a)(9) and the Regulations thereunder, but for the Tax
               Equity and Fiscal Responsibility Act Section 242(b)(2) election.
               For calendar years beginning after December 31, 1988, such
               distributions must meet the minimum distribution incidental
               benefit requirements in Regulations Section 1.401(a)(9)-2. Any
               changes in the designation will be considered to be a revocation
               of the designation. However, the mere substitution or addition of
               another beneficiary (one not named in the designation) under the
               designation will not be considered to be a revocation of the
               designation, so long as such substitution or addition does not
               alter the period over which distributions are to be made under
               the designation, directly or indirectly (for example, by altering
               the relevant measuring life). In the case in which an amount is
               transferred or rolled over from one plan to another plan, the
               rules in Q&A J-2 and Q&A J-3 of Regulations Section 1.401(a)(9)-2
               shall apply.

7.7 DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT Each Participant shall file a
written designation of beneficiary with the Employer upon qualifying for
participation in this Plan. Such designation shall remain in force until revoked
by the Participant by filing a new beneficiary form with the Employer. The
Participant may elect to have a portion of his or her account balance invested
in an insurance contract. If an insurance contract is purchased under the Plan,
the Trustee must be named as Beneficiary under the terms of the contract.
However, the Participant shall designate a Beneficiary to receive the proceeds
of the contract after settlement is received by the Trustee. Under a
profit-sharing plan satisfying the requirements of paragraph 8.7 hereof, the
Designated Beneficiary shall be the Participant's Surviving Spouse, if any,
unless such Spouse properly consents otherwise.

7.8 NONEXISTENCE OF BENEFICIARY Any portion of the amount payable hereunder
which is not disposed of because of the Participant's or former Participant's
failure to designate a beneficiary, or because all of the Designated
Beneficiaries are deceased, shall be paid to his or her Spouse. If the
Participant had no Spouse at the time of death, payment shall be made to the
personal representative of his or her estate in a lump sum.

7.9 DISTRIBUTION BEGINNING BEFORE DEATH If the Participant dies after
distribution of his or her interest has begun, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

7.10 DISTRIBUTION BEGINNING AFTER DEATH If the Participant dies before
distribution of his or her interest begins, distribution of the Participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions in accordance with (a) or (b)
below:

          (a)  If any portion of the Participant's interest is payable to a
               Designated Beneficiary, distributions may be made over the life
               or over a period certain not greater than the life expectancy of
               the Designated Beneficiary commencing on or before December 31 of
               the calendar year immediately following the calendar year in
               which the Participant died;

          (b)  If the Designated Beneficiary is the Participant's Surviving
               Spouse, the date distributions are required to begin in
               accordance with (a) above shall not be earlier than the later of
               (1) December 31 of the calendar year immediately following the
               calendar year in which the participant died, or (2) December 31
               of the calendar year in which the Participant would have attained
               age 70 1/2.

If the Participant has not made an election pursuant to this paragraph by the
time of his or her death, the Participant's Designated Beneficiary must elect
the method of distribution no later than the earlier of (1) December 31 of the
calendar year in which distributions would be required to begin under this
section, or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the participant. If the Participant has



                                       35
<PAGE>

no Designated Beneficiary, or if the Designated Beneficiary does not elect a
method of distribution, then distribution of the Participant's entire interest
must be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

For purposes of this paragraph if the Surviving Spouse dies after the
Participant, but before payments to such Spouse begin, the provisions of this
paragraph with the exception of paragraph (b) therein, shall be applied as if
the Surviving Spouse were the Participant. For the purposes of this paragraph
and paragraph 7.9, distribution of a Participant's interest is considered to
begin on the Participant's Required Beginning Date (or, if the preceding
sentence is applicable, the date distribution is required to begin to the
Surviving Spouse). If distribution in the form of an annuity described in
paragraph 7.4(e) irrevocably commences to the Participant before the Required
Beginning Date, the date distribution is considered to begin is the date
distribution actually commences.

For purposes of paragraph 7.9 and this paragraph, if an amount is payable to
either a minor or an individual who has been declared incompetent, the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent individual, unless the court which appointed the guardian has
ordered otherwise.

7.11     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

          (a)  Notwithstanding any other provision of the Plan, Excess Elective
               Deferrals plus any income and minus any loss allocable thereto,
               shall be distributed no later than April 15, 1988, and each April
               15 thereafter, to Participants to whose accounts Excess Elective
               Deferrals were allocated for the preceding taxable year, and who
               claim Excess Elective Deferrals for such taxable year. Excess
               Elective Deferrals shall be treated as Annual Additions under the
               Plan, unless such amounts are distributed no later than the first
               April 15th following the close of the Participant's taxable year.
               A Participant is deemed to notify the Plan Administrator of any
               Excess Elective Deferrals that arise by taking into account only
               those Elective Deferrals made to this Plan and any other plans of
               this Employer. Furthermore, a Participant who participates in
               another plan allowing Elective Deferrals may assign to this Plan
               any Excess Elective Deferrals made during a taxable year of the
               Participant, by notifying the Plan Administrator of the amount of
               the Excess Elective Deferrals to be assigned.

          (b)  The Participant's claim shall be in writing; shall be submitted
               to the Plan Administrator not later than March 1 of each year;
               shall specify the amount of the Participant's Excess Elective
               Deferrals for the preceding taxable year; and shall be
               accompanied by the Participant's written statement that if such
               amounts are not distributed, such Excess Elective Deferrals, when
               added to amounts deferred under other plans or arrangements
               described in Code Sections 401(k), 408(k) [Simplified Employee
               Pensions], or 403(b) [annuity programs for public schools and
               charitable organizations] will exceed the $7,000 limit as
               adjusted under Code Section 415(d) imposed on the Participant by
               Code Section 402(g) for the year in which the deferral occurred.

          (c)  Excess Elective Deferrals shall be adjusted for any income or
               loss up to the end of the taxable year, during which such excess
               was deferred. Income or loss will be calculated under the method
               used to calculate investment earnings and losses elsewhere in the
               Plan.

          (d)  If the Participant receives a return of his or her Elective
               Deferrals, the amount of such contributions which are returned
               must be brought into the Employee's taxable income.


7.12     DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

                                       36
<PAGE>

          (a)  Notwithstanding any other provision of this Plan, Excess
               Contributions, plus any income and minus any loss allocable
               thereto, shall be distributed no later than the last day of each
               Plan Year to Participants to whose accounts such Excess
               Contributions were allocated for the preceding Plan Year. If such
               excess amounts are distributed more than 2 1/2months after the
               last day of the Plan Year in which such excess amounts arose, a
               ten (10) percent excise tax will be imposed on the Employer
               maintaining the Plan with respect to such amounts. Such
               distributions shall be made to Highly Compensated Employees on
               the basis of the respective portions of the Excess Contributions
               attributable to each of such Employees. Excess Contributions
               shall be allocated to Participants who are subject to the Family
               Member aggregation rules of Code Section 414(q)(6) in the manner
               prescribed by the regulations thereunder.

          (b)  Excess Contributions (including the amounts recharacterized)
               shall be treated as Annual Additions under the Plan.

          (c)  Excess Contributions shall be adjusted for any income or loss up
               to the end of the Plan Year. Income or loss will be calculated
               under the method used to calculate investment earnings and losses
               elsewhere in the Plan.

          (d)  Excess Contributions shall be distributed from the Participant's
               Contribution account and Qualified Matching Contribution account
               (if applicable) in proportion to the Participant's Elective
               Deferrals and Qualified Matching Contributions (to the extent
               used in the ADP test) for the Plan Year. Excess Contributions
               shall be distributed from the Participant's Qualified
               Non-Elective Contribution account only to the extent that such
               Excess Contributions exceed the balance in the Participant's
               Elective Deferral account and Qualified Matching Contribution
               account.

7.13     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

          (a)  Notwithstanding any other provision of this Plan, Excess
               Aggregate Contributions, plus any income and minus any loss
               allocable thereto, shall be forfeited, if forfeitable, or if not
               forfeitable, distributed no later than the last day of each Plan
               Year to Participants to whose accounts such Excess Aggregate
               Contributions were allocated for the preceding Plan Year. Excess
               Aggregate Contributions shall be allocated to Participants who
               are subject to the Family Member aggregation rules of Code
               Section 414(q)(6) in the manner prescribed by the regulations. If
               such Excess Aggregate Contributions are distributed more than 2
               1/2months after the last day of the Plan Year in which such
               excess amounts arose, a ten (10) percent excise tax will be
               imposed on the Employer maintaining the Plan with respect to
               those amounts. Excess Aggregate Contributions shall be treated as
               Annual Additions under the plan.

          (b)  Excess Aggregate Contributions shall be adjusted for any income
               or loss up to the end of the Plan Year. The income or loss
               allocable to Excess Aggregate Contributions is the sum of income
               or loss for the Plan Year allocable to the Participant's
               Voluntary Contribution account, Matching Contribution account,
               (if any, and if all amounts therein are not used in the ADP test)
               and, if applicable, Qualified Non-Elective Contribution account
               and Elective Deferral account. Income or loss will be calculated
               under the method used to calculate investment earnings and losses
               elsewhere in the Plan.

          (c)  Forfeitures of Excess Aggregate Contributions may either be
               reallocated to the accounts of



                                       37
<PAGE>

               non-Highly Compensated Employees or applied to reduce Employer
               contributions, as elected by the employer in the Adoption
               Agreement.

          (d)  Excess Aggregate Contributions shall be forfeited if such amount
               is not vested. If vested, such excess shall be distributed on a
               pro-rata basis from the Participant's Voluntary Contribution
               account (and, if applicable, the Participant's Qualified
               Non-Elective Contribution account or Elective Deferral account,
               or both).



                                       38
<PAGE>


                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1 APPLICABILITY OF PROVISIONS The provisions of this Article shall apply to
any Participant who is credited with at least one Hour of Service with the
Employer on or after August 23, 1984 and such other Participants as provided in
paragraph 8.8.

8.2 PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY Unless an optional form of
benefit is selected pursuant to a Qualified Election within the 90-day period
ending on the Annuity Starting Date, a married Participant's Vested Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity and
an unmarried Participant's Vested Account Balance will be paid in the form of a
life annuity. The Participant may elect to have such annuity distributed upon
attaining Early Retirement Age under the Plan.

8.3 PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY Unless an optional form
of benefit has been selected within the Election Period pursuant to a Qualified
Election, if a Participant dies before benefits have commenced then one-half of
the Participant's Vested Account Balance shall be paid to the Surviving Spouse
in the form of a life annuity. The Surviving Spouse may elect to have such
annuity distributed within a reasonable period after the Participant's death.

A Participant who does not meet the age 35 requirement set forth in the Election
Period as of the end of any current Plan Year may make a special qualified
election to waive the qualified Pre-retirement Survivor Annuity for the period
beginning on the date of such election and ending on the first day of the Plan
Year in which the Participant will attain age 35. Such election shall not be
valid unless the Participant receives a written explanation of the Qualified
Pre-retirement Survivor Annuity in such terms as are comparable to the
explanation required under paragraph 8.5. Qualified Pre-retirement Survivor
Annuity coverage will be automatically reinstated as of the first day of the
Plan Year in which the Participant attains age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4 QUALIFIED ELECTION A waiver of a Qualified Joint and Survivor Annuity or a
qualified pre-retirement survivor annuity. Any waiver of a Qualified Joint and
Survivor Annuity or a qualified pre-retirement survivor annuity shall not be
effective unless:

          (a)  the Participant's Spouse consents in writing to the election;

          (b)  the election designates a specific beneficiary, including any
               class of beneficiaries or any contingent beneficiaries, which may
               not be changed without spousal consent (or the Spouse expressly
               permits designations by the Participant without any further
               spousal consent);

          (c)  the Spouse's consent acknowledges the effect of the election; and

          (d)  the Spouse's consent is witnessed by a Plan representative or
               notary public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision shall
be



                                       39
<PAGE>

valid unless the Participant has received notice as provided in paragraphs 8.5
and 8.6 below.

8.5 NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY In the case of
a Qualified Joint and Survivor Annuity, the Plan Administrator shall, no less
than 30 days and no more than 90 days prior to the Annuity Starting date,
provide each Participant a written explanation of:

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

          (b)  the Participant's right to make and the effect of an election to
               waive the qualified Joint and Survivor Annuity form of benefit;

          (c)  the rights of a Participant's Spouse; and

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

8.6 NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY In the
case of a qualified pre-retirement survivor annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the applicable
period for such Participant a written explanation of the qualified
pre-retirement survivor annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity. The applicable period
for a Participant is whichever of the following periods ends last:

          (a)  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;

          (b)  a reasonable period ending after the individual becomes a
               Participant;

          (c)  a reasonable period ending after this Article first applies to
               the Participant. Notwithstanding the foregoing, notice must be
               provided within a reasonable period ending after separation from
               Service in the case of a Participant who separates from Service
               before attaining age 35.

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

8.7      SPECIAL SAFE-HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING PLANS

          (a)  To the extent that the following conditions are met, the
               Qualified Joint and Survivor Annuity requirements of this Article
               VIII shall be inapplicable 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 1988, from or under a
               separate account attributable solely to Qualified Voluntary
               contributions, as maintained on behalf of a Participant in a
               money purchase pension plan, (including a target benefit plan) if
               the following conditions are satisfied:

               (1)  the Participant does not or cannot elect payments in the
                    form of a life annuity; and

               (2)  on the death of a Participant, the Participant's Vested
                    Account Balance will be paid to the Participant's Surviving
                    Spouse, but if there is no Surviving Spouse, or if the
                    Surviving

                                       40
<PAGE>

                    Spouse has consented in a manner conforming to a Qualified
                    Election, then to the Participant's Designated Beneficiary.

                    The Surviving Spouse may elect to have distribution of the
                    Vested Account Balance commence within the 90-day period
                    following the date of the Participant's death. The account
                    balance shall be adjusted for gains or losses occurring
                    after the Participant's death in accordance with the
                    provisions of the Plan governing the adjustment of account
                    balances for other types of distributions. These safe-harbor
                    rules shall not be operative with respect to a Participant
                    in a profit-sharing plan if that Plan is a direct or
                    indirect transferee of a Defined Benefit Plan, money
                    purchase plan, a target benefit plan, stock bonus plan, or
                    profit-sharing plan which is subject to the survivor annuity
                    requirements of Code Section 401(a)(11) and Code Section
                    417, and would therefore have a Qualified Joint and Survivor
                    Annuity as its normal form of benefit.

          (b)  The Participant may waive the spousal death benefit described in
               this paragraph at any time provided that no such waiver shall be
               effective unless it satisfies the conditions (described in
               paragraph 8.4) that would apply to the Participant's waiver of
               the Qualified Pre-Retirement Survivor Annuity.

          (c)  If this paragraph 8.7 is operative, then all other provisions of
               this Article other than paragraph 8.8 are inoperative.

8.8 TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES Special transition rules apply
to Participants who were not receiving benefits on August 23, 1984.

          (a)  Any living Participant not receiving benefits on August 23, 1984,
               who would otherwise not receive the benefits prescribed by the
               previous paragraphs of this Article, must be given the
               opportunity to elect to have the prior paragraphs of this Article
               apply if such Participant is credited with at least one Hour of
               Service under this Plan or a predecessor Plan in a Plan Year
               beginning on or after January 1, 1976 and such Participant had at
               least 10 Years of Service for vesting purposes when he or she
               separated from Service.

          (b)  Any living Participant not receiving benefits on August 23, 1984,
               who was credited with at least one Hour of Service under this
               Plan or a predecessor Plan on or after September 2, 1974, and who
               is not otherwise credited with any Service in a Plan Year
               beginning on or after January 1, 1976, must be given the
               opportunity to have his or her benefits paid in accordance with
               paragraph 8.9.

          (c)  The respective opportunities to elect [as described in (a) and
               (b) above] must be afforded to the appropriate Participants
               during the period commencing on August 23, 1984 and ending on the
               date benefits would otherwise commence to said Participants.

8.9 AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant who
does not elect under paragraph 8.8(a) or who meets the requirements of paragraph
8.8(a), except that such Participant does not have at least 10 years of vesting
Service when he or she separates from Service, shall have his or her benefits
distributed in accordance with all of the following requirements if benefits
would have been payable in the form of a life annuity.

          (a)  Automatic Joint and Survivor Annuity. If benefits in the form of
               a life annuity become payable to a married Participant who:

               (1)  begins to receive payments under the Plan on or after Normal
                    Retirement Age, or

                                       41
<PAGE>

               (2)  dies on or after Normal Retirement Age while still working
                    for the Employer, or

               (3)  begins to receive payments on or after the Qualified Early
                    Retirement Age, or

               (4)  separates from Service on or after attaining Normal
                    Retirement (or the Qualified Early Retirement Age) and after
                    satisfying the eligibility requirements for the payment of
                    benefits under the Plan and thereafter dies before beginning
                    to receive such benefits, then such benefits will be
                    received under this Plan in the form of a Qualified Joint
                    and Survivor Annuity, unless the Participant has elected
                    otherwise during the Election Period. The Election Period
                    must begin at least 6 months before the Participant attains
                    Qualified Early Retirement Age and end not more than 90 days
                    before the commencement of benefits. Any election hereunder
                    will be in writing and may be changed by the Participant at
                    any time.

          (b)  Election of Early Survivor Annuity. A Participant who is employed
               after attaining the Qualified Early Retirement Age will be given
               the opportunity to elect, during the Election Period, to have a
               survivor annuity payable on death. If the Participant elects the
               survivor annuity, payments under such annuity must not be less
               than the payments which would have been made to the Spouse under
               the Qualified Joint and Survivor Annuity if the Participant had
               retired on the day before his or her death. Any election under
               this provision will be in writing and may be changed by the
               Participant at any time. The Election Period begins on the later
               of:

               (1)  the 90th day before the Participant attains the Qualified
                    Early Retirement Age, or

               (2)  the date on which participation begins, and ends on the date
                    the Participant terminates employment.

8.10 ANNUITY CONTRACTS Any annuity contract distributed under this Plan must be
nontransferable. The terms of any annuity contract purchased and distributed by
the Plan to a Participant or Spouse shall comply with the requirements of this
Plan.



                                       42
<PAGE>


                                   ARTICLE IX

                                     VESTING

9.1 EMPLOYEE CONTRIBUTIONS A Participant shall always have a 100% vested and
nonforfeitable interest in his or her Elective Deferrals, Voluntary
Contributions, Qualified Voluntary Contributions, Rollover Contributions, and
Transfer Contributions plus the earnings thereon. No forfeiture of Employer
related contributions (including any minimum contributions made under paragraph
14.2 hereof) will occur solely as a result of an Employee's withdrawal of any
Employee contributions.

9.2 EMPLOYER CONTRIBUTIONS A Participant shall acquire a vested and
nonforfeitable interest in his or her account attributable to Employer
contributions in accordance with the table selected in the Adoption Agreement,
provided that if a Participant is not already fully vested, he or she shall
become so upon attaining Normal Retirement Age, Early Retirement Age, on death
prior to normal retirement, on retirement due to Disability, or on termination
of the Plan.

9.3 COMPUTATION PERIOD The computation period for purposes of determining Years
of Service and Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from Employer
contributions shall be determined by the Employer in the Adoption Agreement. If
the Employer provides for other than full and immediate vesting and does not
designate otherwise, the computation period will be the Plan Year. In the event
a former Participant with no vested interest in his or her Employer contribution
account requalifies for participation in the Plan after incurring a Break in
Service, such Participant shall be credited for vesting with all pre-break and
post-break Service.

9.4 REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE The
account balance of such Participant shall consist of any undistributed amount in
his or her account as of the date of re-employment plus any future contributions
added to such account plus the investment earnings on the account. The Vested
Account Balance of such Participant shall be determined by multiplying the
Participant's account balance (adjusted to include any distribution or redeposit
made under paragraph 6.3) by such Participant's vested percentage. All Service
of the Participant, both prior to and following the break, shall be counted when
computing the Participant's vested percentage.

9.5 REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE If such
Participant is not fully vested upon re-employment, a new account shall be
established for such Participant to separate his or her deferred vested and
nonforfeitable account, if any, from the account to which new allocations will
be made. The Participant's deferred account to the extent remaining shall be
fully vested and shall continue to share in earnings and losses of the Fund.
When computing the Participant's vested portion of the new account, all
pre-break and post-break Service shall be counted. However, notwithstanding this
provision, no such former Participant who has had five consecutive one-year
Breaks in Service shall acquire a larger vested and nonforfeitable interest in
his or her prior account balance as a result of requalification hereunder.

9.6 CALCULATING VESTED INTEREST A Participant's vested and nonforfeitable
interest shall be calculated by multiplying the fair market value of his or her
account attributable to Employer contributions on the Valuation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or her
termination date. The amount attributable to Employer contributions for purposes
of the calculation includes amounts previously paid out pursuant to paragraph
6.3 and not repaid. The Participant's vested and nonforfeitable interest, once
calculated above, shall be reduced to reflect those amounts previously paid out
to the Participant and not repaid by the Participant. The Participant's vested
and nonforfeitable interest so determined shall continue to share in the
investment earnings and any increase or decrease in the fair market value of the
Fund up to the Valuation Date preceding or coinciding with payment.



                                       43
<PAGE>

9.7 FORFEITURES Any balance in the account of a Participant who has separated
from Service to which he or she is not entitled under the foregoing provisions,
shall be forfeited and applied as provided in the Adoption Agreement. If not
specified otherwise in the Adoption Agreement, forfeitures will be allocated to
Participants in the same manner as the Employer's contribution. A forfeiture may
only occur if the Participant has received a distribution from the Plan or if
the Participant has incurred five consecutive 1-year Breaks in Service.
Forfeitures shall inure only to the accounts of Participants of the adopting
Employer's plan. If not specified otherwise in the Adoption Agreement,
forfeitures shall be allocated at the end of the Plan Year during which the
former Participant incurs five consecutive one-year Breaks in Service.
Furthermore, a Highly Compensated Employee's Matching Contributions may be
forfeited, even if vested, if the contributions to which they relate are Excess
Deferrals, Excess Contributions or Excess Aggregate Contributions.

9.8 AMENDMENT OF VESTING SCHEDULE No amendment to the Plan shall have the effect
of decreasing a Participant's vested interest determined without regard to such
amendment as of the later of the date such amendment is adopted or the date it
becomes effective. Further, if the vesting schedule of the Plan is amended, or
the Plan is amended in any way that directly or indirectly affects the
computation of any Participant's nonforfeitable percentage, or if the Plan is
deemed amended by an automatic change to or from a Top-Heavy vesting schedule,
each Participant with at least three Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have his or her nonforfeitable percentage computed under the Plan without
regard to such amendment or change. For Participants who do not have at least
one Hour of Service in any Plan Year beginning after 1988, the preceding
sentence shall be applied by substituting "Five Years of Service" for "Three
Years of Service" where such language appears. The period during which the
election may be made shall commence with the date the amendment is adopted or
deemed to be made and shall end on the later of:

          (a)  60 days after the amendment is adopted;

          (b)  60 days after the amendment becomes effective; or

          (c)  60 days after the Participant is issued written notice of the
               amendment by the Employer or the Trustee. If the Trustee is asked
               to so notify, the Fund will be charged for the costs thereof
               unless the Employer pays the charges as permitted in paragraph
               11.3.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's accrued benefit. Notwithstanding the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under section 412(c)(8) of the Code (relating to financial hardships). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's account balance or eliminating an optional form of benefit, with
respect to benefits attributable to service before the amendment shall be
treated as reducing an accrued benefit.

9.9 SERVICE WITH CONTROLLED GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)], trades or
businesses under common control [as defined in Code Section 414(c)], or members
of an affiliated service group [as defined in Code Section 414(m)] shall be
considered for purposes of determining a Participant's nonforfeitable
percentage.

9.10 APPLICATION OF PRIOR VESTING RULES This Article reflects the vesting rules
in effect after amendment for the Tax Reform Act of 1986. Any Participant who
separated from Service prior to rendering an Hour of Service in the 1989 Plan
Year, will continue to have his or her vesting governed by the Plan's prior
vesting rules, including, if applicable, the "rules of parity" which would allow
for certain Years of Service to be disregarded.

                                       44
<PAGE>




                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1 PARTICIPATION IN THIS PLAN ONLY If the Participant does not participate in
and has never participated in another qualified plan, a Welfare Benefit Fund (as
defined in paragraph 1.89) or an individual medical account, as defined in Code
Section 415(l)(2), maintained by the adopting Employer, which provides an Annual
Addition as defined in paragraph 1.4, the amount of Annual Additions which may
be credited to the Participant's account for any Limitation Year will not exceed
the lesser of the Maximum Permissible Amount or any other limitation contained
in this Plan. If the Employer contribution that would otherwise be contributed
or allocated to the Participant's account would cause the Annual Additions 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. 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 estimate of the Participant's Compensation for the Limitation Year,
uniformly determined for all Participants similarly situated. 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.

10.2 DISPOSITION OF EXCESS ANNUAL ADDITIONS If pursuant to paragraph 10.1 or as
a result of the allocation of forfeitures, there is an Excess Amount, the excess
will be disposed of under one of the following methods as determined in the
Adoption Agreement. If no election is made in the Adoption Agreement then method
"(a)" below shall apply.

          (a)  Suspense Account Method

               (1)  Any nondeductible Employee Voluntary, Required Voluntary
                    Contributions and unmatched Elective Deferrals to the extent
                    they would reduce the Excess Amount will be returned to the
                    Participant. To the extent necessary to reduce the Excess
                    Amount, non-Highly Compensated Employees will have all
                    Elective Deferrals returned whether or not there was a
                    corresponding match.

               (2)  If after the application of paragraph (1) 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;

               (3)  If after the application of paragraph (1) an Excess Amount
                    still exists, and the Participant is not covered by the Plan
                    at the end of the Limitation Year, the Excess Amount will be
                    held unallocated in a suspense account. The suspense account
                    will be applied to reduce future Employer contributions
                    (including allocation of any forfeitures) for all remaining
                    Participants in the next Limitation Year, and each
                    succeeding Limitation Year if necessary;

               (4)  If a suspense account is in existence at any time during the
                    Limitation Year pursuant to this paragraph, it will not
                    participate in the allocation of investment gains and
                    losses. If a suspense account is in existence at any



                                       45
<PAGE>

                    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 or Voluntary Contributions may be made to the
                    Plan for that Limitation Year. Excess amounts may not be
                    distributed to Participants or former Participants.

          (b)  Spillover Method

               (1)  Any nondeductible Employee Voluntary, Required Voluntary
                    Contributions and unmatched Elective Deferrals to the extent
                    they would reduce the Excess Amount will be returned to the
                    Participant. To the extent necessary to reduce the Excess
                    Amount, non-Highly Compensated Employees will have all
                    Elective Deferrals returned whether or not there was a
                    corresponding match.

               (2)  Any Excess Amount which would be allocated to the account of
                    an individual Participant under the Plan's allocation
                    formula will be reallocated to other Participants in the
                    same manner as other Employer contributions. No such
                    reallocation shall be made to the extent that it will result
                    in an Excess Amount being created in such Participant's own
                    account.

               (3)  To the extent that amounts cannot be reallocated under (1)
                    above, the suspense account provisions of (a) above will
                    apply.

10.3 PARTICIPATION IN THIS PLAN AND ANOTHER REGIONAL PROTOTYPE DEFINED
CONTRIBUTION PLAN, WELFARE BENEFIT FUND, OR INDIVIDUAL MEDICAL ACCOUNT
MAINTAINED BY THE EMPLOYER The Annual Additions which may be credited to a
Participant's account under this Plan for any Limitation Year will not exceed
the Maximum Permissible Amount reduced by the Annual Additions credited to a
Participant's account under the other Regional Prototype Defined Contribution
plans and Welfare Benefit Funds and individual medical accounts as defined in
Code Section 415(l)(2), maintained by the Employer, which provide an Annual
Addition as defined in paragraph 1.4, 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 account 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 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. 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
paragraph 10.1. As soon as administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Participant's actual Compensation for the
Limitation Year.

10.4 DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS If, pursuant to
paragraph 10.3 or as a result of forfeitures, 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 an individual medical account as defined in Code Section
415(l)(2) will be deemed to have been allocated first regardless of the actual
allocation date. If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation date


                                       46
<PAGE>

of another plan, the Excess Amount attributed to this Plan will be the product
of:

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

          (b)  the ratio of:

               (1)  the Annual Additions allocated to the Participant for the
                    Limitation Year as of such date under the 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 Master or Prototype Defined Contribution
                    Plans.

Any Excess Amount attributed to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5 PARTICIPATION IN THIS PLAN AND ANOTHER DEFINED CONTRIBUTION PLAN WHICH IS
NOT A REGIONAL PROTOTYPE PLAN If the Participant is covered under another
qualified Defined Contribution Plan maintained by the Employer which is not a
Regional 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 paragraphs 10.3 and 10.4 as though the other plan were a Master
or Prototype Plan, unless the Employer provides other limitations in the
Adoption Agreement.

10.6 PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN 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. For any Plan Year during which the Plan is Top-Heavy, the
Defined Benefit and Defined Contribution Plan Fractions shall be calculated in
accordance with Code Section 416(h). 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 provisions set forth in the Adoption Agreement.

10.7 LIMITATIONS ON ALLOCATIONS In any Plan Year in which the Top-Heavy Ratio
exceeds 90% (i.e., the Plan becomes Super Top-Heavy), the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.15) and Defined Contribution
Fraction (as defined in paragraph 1.18) shall be computed using 100% of the
dollar limitation instead of 125%.

10.8 AVERAGE DEFERRAL PERCENTAGE (ADP) TEST With respect to any Plan Year, the
Average Deferral Percentage for Participants who are Highly Compensated
Employees and the Average Deferral Percentage for Participants who are
non-Highly Compensated Employees must satisfy one of the following tests:

          (a)  BASIC TEST - The Average Deferral Percentage for Participants who
               are Highly Compensated Employees for the Plan Year is not more
               than 1.25 times the Average Deferral Percentage for Participants
               who are non-Highly Compensated Employees for the same Plan Year,
               or

          (b)  ALTERNATIVE TEST - The Average Deferral Percentage for
               Participants who are Highly Compensated Employees for the Plan
               Year does not exceed the Average Deferral Percentage for
               Participants who are non-Highly Compensated Employees for the
               same Plan Year by more than 2 percentage points provided that the
               Average Deferral Percentage for Participants who are Highly
               Compensated Employees is not more than 2.0 times the Average
               Deferral Percentage for Participants who are non-Highly
               Compensated Employees.



                                       47
<PAGE>


10.9     SPECIAL RULES RELATING TO APPLICATION OF ADP TEST

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

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

          (c)  For purposes of determining the Actual Deferral Percentage of a
               Participant who is a 5-percent owner or one of the ten most
               highest-paid Highly Compensated Employees, the Elective Deferrals
               (and Qualified Non-Elective Contributions or Qualified Matching
               Contributions, or both, if treated as Elective Deferrals for
               purposes of the ADP test) and Compensation of such Participant
               shall include the Elective Deferrals (and, if applicable,
               Qualified Non-Elective Contributions and Qualified Matching
               Contributions, or both) for the Plan Year of Family Members as
               defined in paragraph 1.35 of this Plan. Family Members, with
               respect to such Highly Compensated Employees, shall be
               disregarded as separate Employees in determining the ADP both for
               Participants who are non-Highly Compensated Employees and for
               Participants who are Highly Compensated Employees. In the event
               of repeal of the family aggregation rules under Code Section
               414(q)(6), all applications of such rules under this Plan will
               cease as of the effective date of such repeal.

          (d)  For purposes of determining the ADP test, Elective Deferrals,
               Qualified Non-Elective Contributions and Qualified Matching
               Contributions must be made before the last day of the
               twelve-month period immediately following the Plan Year to which
               contributions relate.

          (e)  The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ADP test and the amount of Qualified
               Non-Elective Contributions or Qualified Matching Contributions,
               or both, used in such test.

          (f)  The determination and treatment of the Actual Deferral Percentage
               amounts of any Participant shall satisfy such other requirements
               as may be prescribed by the Secretary of the Treasury.

10.10 RECHARACTERIZATION If the Employer allows for Voluntary Contributions in
the Adoption Agreement, a Participant may treat his or her Excess Contributions
as an amount distributed to the Participant and then


                                       48
<PAGE>

contributed by the Participant to the Plan. Recharacterized amounts will remain
nonforfeitable and subject to the same distribution requirements as Elective
Deferrals. Amounts may not be recharacterized by a Highly Compensated Employee
to the extent that such amount in combination with other Employee Contributions
made by that Employee would exceed any stated limit under the Plan on Voluntary
Contributions. Recharacterization must occur no later than two and one-half
months after the last day of the Plan Year in which such Excess Contributions
arose and is deemed to occur no earlier than the date the last Highly
Compensated Employee is informed in writing of the amount recharacterized and
the consequences thereof. Recharacterized amounts will be taxable to the
Participant for the Participant's tax year in which the Participant would have
received them in cash.

10.11 AVERAGE CONTRIBUTION PERCENTAGE (ACP) TEST If the Employer makes Matching
Contributions or if the Plan allows Employees to make Voluntary Contributions
the Plan must meet additional nondiscrimination requirements provided under Code
Section 401(m). If Employee Contributions (including any Elective Deferrals
recharacterized as Voluntary Contributions) are made pursuant to this Plan, then
in addition to the ADP test referenced in paragraph 10.8, the Average
Contribution Percentage test is also applicable. The Average Contribution
Percentage for Participants who are Highly Compensated Employees for each Plan
Year and the Average Contribution Percentage for Participants who are Non-Highly
Compensated Employees for the same Plan Year must satisfy one of the following
tests:

          (a)  The Average Contribution Percentage for Participants who are
               Highly Compensated Employees for the Plan Year shall not exceed
               the Average Contribution Percentage for Participants who are
               non-Highly Compensated Employees for the same Plan Year
               multiplied by 1.25; or

          (b)  The ACP for Participants who are Highly Compensated Employees for
               the Plan Year shall not exceed the Average Contribution
               Percentage for Participants who are non-Highly Compensated
               Employees for the same Plan Year multiplied by two (2), provided
               that the Average Contribution Percentage for Participants who are
               Highly Compensated Employees does not exceed the Average
               Contribution Percentage for Participants who are non-Highly
               Compensated Employees by more than two (2) percentage points.

10.12    SPECIAL RULES RELATING TO APPLICATION OF ACP TEST

          (a)  If one or more Highly Compensated Employees participate in both a
               cash or deferred arrangement and a plan subject to the ACP test
               maintained by the Employer and the sum of the ADP and ACP of
               those Highly Compensated Employees subject to either or both
               tests exceeds the Aggregate Limit, then the ADP or ACP of those
               Highly Compensated Employees who also participate in a cash or
               deferred arrangement will be reduced (beginning with such Highly
               Compensated Employee whose ACP is the highest) as set forth in
               the Adoption Agreement so that the limit is not exceeded. The
               amount by which each Highly Compensated Employee's Contribution
               Percentage Amounts is reduced shall be treated as an Excess
               Aggregate Contribution. The ADP and ACP of the Highly Compensated
               Employees are determined after any corrections required to meet
               the ADP and ACP tests. Multiple use does not occur if both the
               ADP and ACP of the Highly Compensated Employees does not exceed
               1.25 multiplied by the ADP and ACP of the non-Highly Compensated
               Employees.

          (b)  For purposes of this Article, the Contribution Percentage for any
               Participant who is a Highly Compensated Employee and who is
               eligible to have Contribution Percentage Amounts allocated to his
               or her account under two or more plans described in Code Section
               401(a), or arrangements described in Code Section 401(k) that are
               maintained by


                                       49
<PAGE>

               the Employer, shall be determined as if the total of such
               Contribution Percentage Amounts was made under each Plan. If a
               Highly Compensated Employee participates in two or more cash or
               deferred arrangements that have different plan years, all cash or
               deferred arrangements ending with or within the same calendar
               year shall be treated as a single arrangement.

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

          (d)  For purposes of determining the Contribution percentage of a
               Participant who is a five-percent owner or one of the ten most
               highest-paid, Highly Compensated Employees, the Contribution
               Percentage Amounts and Compensation of such Participant shall
               include the Contribution Percentage Amounts and Compensation for
               the Plan Year of Family Members as defined in paragraph 1.35 of
               this Plan. Family Members, with respect to Highly Compensated
               Employees, shall be disregarded as separate Employees in
               determining the Contribution Percentage both for Participants who
               are non-Highly Compensated Employees and for Participants who are
               Highly Compensated Employees. In the event of repeal of the
               family aggregation rules under Code Section 414(q)(6), all
               applications of such rules under this Plan will cease as of the
               effective date of such repeal.

          (e)  For purposes of determining the Contribution Percentage test,
               Employee Contributions are considered to have been made in the
               Plan Year in which contributed to the trust. Matching
               Contributions and Qualified Non-Elective Contributions will be
               considered made for a Plan Year if made no later than the end of
               the twelve-month period beginning on the day after the close of
               the Plan Year.

          (f)  The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ACP test and the amount of Qualified
               Non-Elective Contributions or Qualified Matching Contributions,
               or both, used in such test.

          (g)  The determination and treatment of the Contribution Percentage of
               any Participant shall satisfy such other requirements as may be
               prescribed by the Secretary of the Treasury.

          (h)  Qualified Matching Contributions and Qualified Non-Elective
               Contributions used to satisfy the ADP test may not be used to
               satisfy the ACP test.



                                       50
<PAGE>


                                   ARTICLE XI

                                 ADMINISTRATION

11.1 PLAN ADMINISTRATOR The Employer shall be the named fiduciary and Plan
Administrator except to the extent the Employer is a member of SBERA or if the
Employer has designated another entity as Plan Administrator. These duties shall
include:

          (a)  appointing the Plan's attorney, accountant, actuary, custodian or
               any other party needed to administer the Plan or the Fund,

          (b)  directing the Trustee or custodian with respect to payments from
               the Fund,

          (c)  communicating with Employees regarding their participation and
               benefits under the Plan, including the administration of all
               claims procedures,

          (d)  filing any returns and reports with the Internal Revenue Service,
               Department of Labor, or any other governmental agency,

          (e)  reviewing and approving any financial reports, investment
               reviews, or other reports prepared by any party appointed by the
               Employer under paragraph (a),

          (f)  establishing a funding policy and investment objectives
               consistent with the purposes of the Plan and the Employee
               Retirement Income Security Act of 1974, and

          (g)  construing and resolving any question of Plan interpretation. The
               Plan Administrator's interpretation of Plan provisions including
               eligibility and benefits under the Plan is final, and unless it
               can be shown to be arbitrary and capricious will not be subject
               to "de novo" review.

11.2 TRUSTEE The Trustee shall be responsible for the administration of
investments held in the Fund. These duties shall include:

          (a)  receiving contributions under the terms of the Plan,

          (b)  making distributions from the Fund in accordance with written
               instructions received from an authorized representative of the
               Employer,

          (c)  keeping accurate records reflecting its administration of the
               Fund and making such records available to the Employer for review
               and audit. Within 90 days after each Plan Year, and within 90
               days after its removal or resignation, the Trustee shall file
               with the Employer an accounting of its administration of the Fund
               during such year or from the end of the preceding Plan Year to
               the date of removal or resignation. Such accounting shall include
               a statement of cash receipts and disbursements since the date of
               its last accounting and shall contain an asset list showing the
               fair market value of investments held in the Fund as of the end
               of the Plan Year. The value of marketable investments shall be
               determined using the most recent price quoted on a national
               securities exchange or over the counter market. The value of
               non-marketable investments shall be determined in the sole
               judgement of the Trustee which determination shall be binding and
               conclusive. The value of investments in securities or obligations
               of the Employer in which there is no market shall be determined
               in the sole judgement of the Employer and the Trustee shall have
               no responsibility with



                                       51
<PAGE>

               respect to the valuation of such assets. The Employer shall
               review the Trustee's accounting and notify the Trustee in the
               event of its disapproval of the report within 90 days, providing
               the Trustee with a written description of the items in question.
               The Trustee shall have 60 days to provide the Employer with a
               written explanation of the items in question. If the Employer
               again disapproves, the Trustee shall file its accounting in a
               court of competent jurisdiction for audit and adjudication, and

          (d)  employing such agents, attorneys or other professionals as the
               Trustee may deem necessary or advisable in the performance of its
               duties.

The Trustee's duties shall be limited to those described above. The Employer
shall be responsible for any other administrative duties required under the Plan
or by applicable law.

11.3 ADMINISTRATIVE FEES AND EXPENSES All reasonable costs, charges and expenses
incurred by the Trustee in connection with the administration of the Fund and
all reasonable costs, charges and expenses incurred by the Plan Administrator in
connection with the administration of the Plan (including fees for legal
services rendered to the Trustee or Plan Administrator) may be paid by the
Employer, but if not paid by the Employer when due, shall be paid from the Fund.
Such reasonable compensation to an institutional Trustee as may be agreed upon
from time to time between the Employer and the Trustee and such reasonable
compensation to the Plan Administrator as may be agreed upon from time to time
between the Employer and Plan Administrator may be paid by the Employer, but if
not paid by the Employer when due shall be paid by the Fund. The Trustee shall
have the right to liquidate trust assets to cover its fees. Notwithstanding the
foregoing, no compensation other than reimbursement for expenses shall be paid
to a Trustee or Plan Administrator who is the Employer or a full-time Employee
of the Employer. In the event any part of the Trust Account becomes subject to
tax, all taxes incurred will be paid from the Fund unless the Plan Administrator
advises the Trustee not to pay such tax.

11.4     DIVISION OF DUTIES AND INDEMNIFICATION

          (a)  The Trustee shall have the authority and discretion to manage and
               govern the Fund to the extent provided in this instrument, but
               does not guarantee the Fund in any manner against investment loss
               or depreciation in asset value, or guarantee the adequacy of the
               Fund to meet and discharge all or any liabilities of the Plan.

          (b)  The Trustee shall not be liable for the making, retention or sale
               of any investment or reinvestment made by it, as herein provided,
               or for any loss to, or diminution of the Fund, or for any other
               loss or damage which may result from the discharge of its duties
               hereunder except to the extent it is judicially determined that
               the Trustee has failed to exercise the care, skill, prudence and
               diligence under the circumstances then prevailing that a prudent
               person acting in a like capacity and familiar with such matters
               would use in the conduct of an enterprise of a like character
               with like aims.

          (c)  The Employer warrants that all directions issued to the Trustee
               by it or the Plan Administrator will be in accordance with the
               terms of the Plan and not contrary to the provisions of the
               Employee Retirement Income Security Act of 1974 and Regulations
               issued thereunder.

          (d)  The Trustee shall not be answerable for any action taken pursuant
               to any direction, consent, certificate, or other paper or
               document on the belief that the same is genuine and signed by the
               proper person. All directions by the Employer or the Plan
               Administrator shall be in writing. The Employer shall deliver to
               the Trustee certificates evidencing the individual or individuals
               authorized to act as set forth in the Adoption Agreement or as
               the Employer may subsequently inform the Trustee in writing and
               shall deliver to the Trustee specimens

                                       52
<PAGE>

               of their signatures.

          (e)  The duties and obligations of the Trustee shall be limited to
               those expressly imposed upon it by this instrument or
               subsequently agreed upon by the parties. Responsibility for
               administrative duties required under the Plan or applicable law
               not expressly imposed upon or agreed to by the Trustee shall rest
               solely with the Employer.

          (f)  The Trustee shall be indemnified and saved harmless by the
               Employer from and against any and all liability to which the
               Trustee may be subjected, including all expenses reasonably
               incurred in its defense, for any action or failure to act
               resulting from compliance with the instructions of the Employer,
               the employees or agents of the Employer, the Plan Administrator,
               or any other fiduciary to the Plan, and for any liability arising
               from the actions or nonactions of any predecessor trustee,
               custodian or other fiduciaries of the Plan.

          (g)  The Trustee shall not be responsible in any way for the
               application of any payments it is directed to make or for the
               adequacy of the Fund to meet and discharge any and all
               liabilities under the Plan.



                                       53
<PAGE>

                                   ARTICLE XII

                               TRUST FUND ACCOUNT

12.1 THE FUND The Fund shall consist of all contributions made under Article III
and Article IV of the Plan and the investment thereof and earnings thereon. All
contributions and the earnings thereon less payments made under the terms of the
Plan, shall constitute the Fund. The Fund shall be administered as provided in
this document.

12.2 CONTROL OF PLAN ASSETS The assets of the Fund or evidence of ownership
shall be held by the Trustee under the terms of the Plan and Trust Account. If
the assets represent amounts transferred from another trustee or custodian under
a former plan, the Trustee named hereunder shall not be responsible for the
propriety of any investment under the former plan.

12.3 EXCLUSIVE BENEFIT RULES No part of the Fund shall be used for, or diverted
to, purposes other than for the exclusive benefit of Participants, former
Participants with a vested interest, and the beneficiary or beneficiaries of a
deceased Participant having a vested interest in the Fund at the death of the
Participant.

12.4 ASSIGNMENT AND ALIENATION OF BENEFITS No right or claim to, or interest in,
any part of the Fund, or any payment from the Fund, shall be assignable,
transferable, or subject to sale, mortgage, pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution, or levy of any kind. The
Trustee shall not recognize any attempt to assign, transfer, sell, mortgage,
pledge, hypothecate, commute, or anticipate the same, except to the extent
required by law. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant pursuant to a domestic relations order, unless such order is
determined to be a Qualified Domestic Relations Order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985
which the Plan attorney and Plan Administrator deem to be qualified.

12.5 DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO) A domestic
relations order shall specifically state all of the following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

          (a)  The name and last known mailing address (if any) of the
               Participant and of each alternate payee covered by the domestic
               relations order. However, if the domestic relations order does
               not specify the current mailing address of the alternate payee,
               but the Plan Administrator has independent knowledge of that
               address, the domestic relations order may still be a valid QDROs.

          (b)  The dollar amount or percentage of the Participant's benefit to
               be paid by the Plan to each alternate payee, or the manner in
               which the amount or percentage will be determined.

          (c)  The number of payments or period for which the domestic relations
               order applies.

          (d)  The specific plan (by name) to which the domestic relations order
               applies.

A domestic relations order shall not be deemed a QDRO if it requires the Plan to
provide:

          (e)  any type or form of benefit, or any option not already provided
               for in the Plan;

          (f)  increased benefits, or benefits in excess of the Participant's
               vested rights;

          (g)  payment of a benefit earlier than allowed by the Plan's earliest
               retirement provisions or in the case of a profit-sharing plan,
               prior to the allowability of in-service withdrawals, or

          (h)  payment of benefits to an alternate payee which are required to
               be paid to another

                                       54
<PAGE>

alternate payee under another QDRO.

Promptly, upon receipt of a domestic relations order ("Order") which may or may
not be "Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and include a copy of
this paragraph 12.5. The Plan Administrator shall then forward the Order to the
Plan's legal counsel for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section 414(p). Within a reasonable time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a determination as to its "Qualified" status and the Participant and any
alternate payee(s) shall be promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the alternate payee(s) if the Order had been deemed a QDRO. If
the Order is not Qualified, or the status is not resolved (for example, it has
been sent back to the Court for clarification or modification) within 18 months
beginning with the date the first payment would have to be made under the Order,
the Plan Administrator shall pay the segregated amounts plus interest to the
person(s) who would have been entitled to the benefits had there been no Order.
If a determination as to the Qualified status of the Order is made after the
18-month period described above, then the Order shall only be applied on a
prospective basis. If the Order is determined to be a QDRO, the Participant and
alternate payee(s) shall again be notified promptly after such determination.
Once an Order is deemed a QDRO, the Plan Administrator shall pay to the
alternate payee(s) all the amounts due under the QDRO, including segregated
amounts plus interest which may have accrued during a dispute as to the Order's
qualification.

Unless specified otherwise in the Adoption Agreement, the earliest retirement
age with regard to the Participant against whom the order is entered shall be
the date the order is determined to be qualified. This will only allow payouts
to alternate payee(s) and not the Participant.



                                       55
<PAGE>

                                  ARTICLE XIII

                                   INVESTMENTS

13.1 FIDUCIARY STANDARDS The Trustee shall invest and reinvest principal and
income in the same Fund provided that:

          (a)  such investments are prudent under the Employee Retirement Income
               Security Act of 1974 and the regulations promulgated thereunder,

          (b)  such investments are sufficiently diversified or otherwise
               insured or guaranteed to minimize the risk of large losses, and

          (c)  such investments are similar to those which would be purchased by
               another professional money manager for a like plan with similar
               investment objectives.

13.2 TRUSTEE APPOINTMENT Shall be appointed by the Employer in accordance with
paragraph 1.85.

13.3 INVESTMENT ALTERNATIVES OF THE TRUSTEE The Trustee shall implement an
investment program based on the Employer's investment objectives and the
Employee Retirement Income Security Act of 1974. In addition to powers given by
law, the Trustee may:

          (a)  invest the Fund in any form of property, including common and
               preferred stocks, exchange traded put and call options, bonds,
               money market instruments, mutual funds (including funds for which
               the Trustee or its affiliates serve as investment advisor),
               savings accounts, certificates of deposit, Treasury bills,
               insurance policies and contracts, or in any other property, real
               or personal, having a ready market. The Trustee may invest in
               time deposits (including, if applicable, its own or those of
               affiliates) which bear a reasonable interest rate. No portion of
               any Qualified Voluntary Contribution, or the earnings thereon,
               may be invested in life insurance contracts or, as with any
               Participant-directed investment, in tangible personal property
               characterized by the IRS as a collectible, other than U.S.
               Government or State issued gold and silver coins,

          (b)  transfer any assets of the Fund to a group or collective trust
               established to permit the pooling of funds of separate pension
               and profit-sharing trusts, provided the Internal Revenue Service
               has ruled such group or collective trust to be qualified under
               Code Section 401(a) and exempt under Code Section 501(a) or to
               any other common, collective, or commingled trust fund. Such
               commingling of assets of the Fund with assets of other qualified
               trusts is specifically authorized, and to the extent of the
               investment of the Fund in such a group or collective trust, the
               terms of the instrument establishing the group or collective
               trust shall be a part hereof as though set forth herein,

          (c)  invest up to 100% of the Fund in the common stock, debt
               obligations, or any other security issued by the Employer or by
               an affiliate of the Employer within the limitations provided
               under Sections 406, 407, and 408 of the Employee Retirement
               Income Security Act of 1974 and further provided that such
               investment does not constitute a prohibited transaction under
               Code Section 4975. Any such investment in Employer securities
               shall only be made upon written direction of the Employer who
               shall be solely responsible for propriety of such investment,

          (d)  hold cash uninvested and deposit same with any banking or savings
               institution,

          (e)  join in or oppose the reorganization, recapitalization,
               consolidation, sale or merger of corporations or properties,
               including those in which it is interested as Trustee, upon such
               terms as it deems wise,

                                       56
<PAGE>

          (f)  hold investments in nominee or bearer form,

          (g)  vote proxies and, if appropriate, pass them on to any investment
               manager which may have directed the investment in the equity
               giving rise to the proxy,

          (h)  exercise all ownership rights with respect to assets held in the
               Fund.

13.4 PARTICIPANT LOANS If permitted by the Employer in the Adoption Agreement, a
Plan Participant may make application to the Employer requesting a loan from the
Fund. The Employer shall have the sole right to approve or disapprove a
Participant's application provided that loans shall be made available to all
Participants on a reasonably equivalent basis. Loans shall not be made available
to Highly Compensated Employees [as defined in Code Section 414(q)] in an amount
greater than the amount made available to other Employees. Any loan granted
under the Plan shall be made subject to the following rules:

          (a)  No loan, when aggregated with any outstanding Participant
               loan(s), shall exceed the lesser of (i) $50,000 reduced by the
               excess, if any, of the highest outstanding balance of loans
               during the one year period ending on the day before the loan is
               made, over the outstanding balance of loans from the Plan on the
               date the loan is made or (ii) one-half of the fair market value
               of a Participant's Vested Account Balance built up from Employer
               Contributions, Voluntary Contributions, and Rollover
               Contributions. If the Participant's Vested Account Balance is
               $20,000 or less, the maximum loan shall not exceed the lesser of
               $10,000 or 100% of the Participant's Vested Account Balance. For
               the purpose of the above limitation, all loans from all plans of
               the Employer and other members of a group of employers described
               in Code Sections 414(b), 414(c), and 414(m) are aggregated. An
               assignment or pledge of any portion of the Participant's interest
               in the Plan and a loan, pledge, or assignment with respect to any
               insurance contract purchased under the Plan, will be treated as a
               loan under this paragraph.

          (b)  All applications must be made on forms provided by the Employer
               and must be signed by the Participant.

          (c)  Any loan shall bear interest at a rate reasonable at the time of
               application, considering the purpose of the loan and the rate
               being charged by representative commercial banks in the local
               area for a similar loan unless the Employer sets forth a
               different method for determining loan interest rates in its loan
               procedures. The loan agreement shall also provide that the
               payment of principal and interest be amortized in level payments
               not less frequently than quarterly.

          (d)  The term of such loan shall not exceed five years except in the
               case of a loan for the purpose of acquiring any house, apartment,
               condominium, or mobile home (not used on a transient basis) which
               is used or is to be used within a reasonable time as the
               principal residence of the Participant. The term of such loan
               shall be determined by the Employer considering the maturity
               dates quoted by representative commercial banks in the local area
               for a similar loan.

          (e)  The principal and interest paid by a Participant on his or her
               loan shall be credited to the Fund in the same manner as for any
               other Plan investment. If elected in the Adoption Agreement,
               loans may be treated as segregated investments of the individual
               Participants. This provision is not available if its election
               will result in discrimination in operation of the Plan.

          (f)  If a Participant's loan application is approved by the Employer,
               such Participant shall be required to sign a note, loan
               agreement, and assignment of one-half of his or her interest in
               the Fund as collateral for the loan. The Participant, except in
               the case of a profit-sharing

                                       57
<PAGE>

               plan satisfying the requirements of paragraph 8.7 must obtain the
               consent of his or her Spouse, if any, within the 90 day period
               before the time his or her account balance is used as security
               for the loan. A new consent is required if the account balance is
               used for any renegotiation, extension, renewal or other revision
               of the loan, including an increase in the amount thereof. The
               consent must be written, must acknowledge the effect of the loan,
               and must be witnessed by a plan representative or notary public.
               Such consent shall subsequently be binding with respect to the
               consenting Spouse or any subsequent Spouse.

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

          (h)  The Employer may also require additional collateral in order to
               adequately secure the loan.

          (i)  A Participant's loan shall immediately become due and payable if
               such Participant terminates employment for any reason or fails to
               make a principal and/or interest payment as provided in the loan
               agreement. If such Participant terminates employment, the
               Employer shall immediately request payment of principal and
               interest on the loan. If the Participant refuses payment
               following termination, the Employer shall reduce the
               Participant's Vested Account Balance by the remaining principal
               and interest on his or her loan. If the Participant's Vested
               Account Balance is less than the amount due, the Employer shall
               take whatever steps are necessary to collect the balance due
               directly from the Participant. However, no foreclosure on the
               Participant's note or attachment of the Participant's account
               balance will occur until a distributable event occurs in the
               Plan.

13.5 INSURANCE POLICIES If permitted by the Employer in the Adoption Agreement,
Employees may elect the purchase of life insurance policies under the Plan. If
elected, the maximum annual premium for a whole life policy shall not exceed 50%
of the aggregate Employer contributions allocated to the account of a
Participant. For profit-sharing plans the 50% test need only be applied against
Employer contributions allocated in the last two years. Whole life policies are
policies with both nondecreasing death benefits and nonincreasing premiums. The
maximum annual premium for term contracts or universal life policies and all
other policies which are not whole life shall not exceed 25% of aggregate
Employer contributions allocated to the account of a Participant. The two year
rule for profit-sharing plans again applies. The maximum annual premiums for a
Participant with both a whole life and a term contract or universal life
policies shall be limited to one-half of the whole life premium, plus the term
premium, but shall not exceed 25% of the aggregate Employer contributions
allocated to the account of a Participant, subject to the two year rule for
profit-sharing plans. Any policies purchased under this Plan shall be held
subject to the following rules:

          (a)  The Trustee shall be applicant and owner of any policies issued.

          (b)  All policies or contracts purchased, shall be endorsed as
               nontransferable, and must provide that proceeds will be payable
               to the Trustee; however, the Trustee shall be required to pay
               over all proceeds of the contracts to the Participant's
               Designated Beneficiary in accordance with the distribution
               provisions of this Plan. Under no circumstances shall the Trust
               retain any part of the proceeds.


                                       58
<PAGE>

          (c)  Each Participant shall be entitled to designate a beneficiary
               under the terms of any contract issued; however, such designation
               will be given to the Trustee which must be the named beneficiary
               on any policy. Such designation shall remain in force, until
               revoked by the Participant, by filing a new beneficiary
               designation form with the Trustee. A Participant's Spouse will be
               the Designated Beneficiary of the proceeds in all circumstances
               unless a Qualified Election has been made in accordance with
               paragraph 8.4. The beneficiary of a deceased Participant shall
               receive in addition to the proceeds of the Participant's policy
               or policies, the amount credited to such Participant's investment
               account.

          (d)  A Participant who is uninsurable or insurable at substandard
               rates, may elect to receive a reduced amount of insurance, if
               available, or may waive the purchase of any insurance.

          (e)  All dividends or other returns received on any policy purchased,
               shall be applied to reduce the next premium due on such policy,
               or if no further premium is due, such amount shall be credited to
               the Fund as part of the account of the Participant for whom the
               policy is held.

          (f)  If Employer contributions are inadequate to pay all premiums on
               all insurance policies, the Trustee may, at the option of the
               Employer, utilize other amounts remaining in each Participant's
               account to pay the premiums on his or her respective policy or
               policies, allow the policies to lapse, reduce the policies to a
               level at which they may be maintained, or borrow against the
               policies on a prorated basis, provided that the borrowing does
               not discriminate in favor of the policies on the lives of
               officers, shareholders, and Highly Compensated Employees.

          (g)  On retirement or termination of employment of a Participant, the
               Employer shall direct the Trustee to cash surrender the
               Participant's policy and credit the proceeds to his or her
               account for distribution under the terms of the Plan. However,
               before so doing, the Trustee shall first offer to transfer
               ownership of the policy to the Participant in exchange for
               payment by the Participant of the cash value of the policy at the
               time of transfer. Such payment shall be credited to the
               Participant's account for distribution under the terms of the
               Plan. All distributions resulting from the application of this
               paragraph shall be subject to the Joint and Survivor Annuity
               Rules of Article VIII, if applicable.

          (h)  The Employer shall be solely responsible to see that these
               insurance provisions are administered properly and that if there
               is any conflict between the provisions of this Plan and any
               insurance contracts issued that the terms of this Plan will
               control.

13.6 EMPLOYER INVESTMENT DIRECTION If approved by the Employer in the Adoption
Agreement, the Employer shall have the right to direct the Trustee with respect
to investments of the Fund, may appoint an investment manager (registered as an
investment advisor under the Investment Advisors Act of 1940) to direct
investments, or may give the Trustee sole investment management responsibility.
The Employer may purchase and sell interests in a registered investment company
(i.e., mutual funds) for which the Sponsor, its parent, affiliates, or
successors, may serve as investment advisor and receive compensation from the
registered investment company for its services as investment advisor. The
Employer shall advise the Trustee in writing regarding the retention of
investment powers, the appointment of an investment manager, or the delegation
of investment powers to the Trustee. Any investment directive shall be made in
writing by the Employer or investment manager, as the case may be. In the
absence of such written directive, the Trustee shall automatically invest the
available cash in its discretion in an appropriate interim investment until
specific investment directions are received. Such instructions regarding the
delegation of investment responsibility shall remain in force until revoked or
amended in writing. The Trustee shall not be responsible for the propriety of
any directed investment made and shall not be required to consult with or advise
the Employer regarding the investment quality of any directed investment held
hereunder. If the Employer fails to designate an investment manager, the Trustee
shall have full investment authority. If the Employer does not issue investment
directions, the Trustee shall have authority to invest the Fund in its sole
discretion. While the Employer



                                       59
<PAGE>

may direct the Trustee with respect to Plan investments, the Employer may not:

          (a)  borrow from the Fund or pledge any of the assets of the Fund as
               security for a loan,

          (b)  buy property or assets from or sell property or assets to the
               Fund,

          (c)  charge any fee for services rendered to the Fund, or

          (d)  receive any services from the Fund on a preferential basis.

13.7 EMPLOYEE INVESTMENT DIRECTION If approved by the Employer in the Adoption
Agreement, Participants shall be given the option to direct the investment of
their personal contributions and their share of the Employer's contribution
among alternative investment funds established as part of the overall Fund,
unless otherwise specified by the Employer in the Adoption Agreement. Such
investment funds shall be under the full control of the Trustee. If investments
outside the Trustee's control are allowed, Participants may not direct that
investments be made in collectibles, other than U.S. Government or State issued
gold and silver coins. In this connection, a Participant's right to direct the
investment of any contribution shall apply only to selection of the desired
fund. The following rules shall apply to the administration of such funds.

          (a)  At the time an Employee becomes eligible for the Plan, he or she
               shall complete an investment designation form stating the
               percentage of his or her contributions to be invested in the
               available funds.

          (b)  A Participant may change his or her election with respect to
               future contributions by filing a new investment designation form
               with the Employer in accordance with the procedures established
               by the Plan Administrator.

          (c)  A Participant may elect to transfer all or part of his or her
               balance from one investment fund to another by filing an
               investment designation form with the Employer in accordance with
               the procedures established by the Plan Administrator.

          (d)  The Employer shall be responsible when transmitting Employee and
               Employer contributions to show the dollar amount to be credited
               to each investment fund for each Employee.

          (e)  Except as otherwise provided in the Plan, neither the Trustee,
               nor the Employer, nor any fiduciary of the Plan shall be liable
               to the Participant or any of his or her beneficiaries for any
               loss resulting from action taken at the direction of the
               Participant.



                                       60
<PAGE>




                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1 APPLICABILITY OF RULES If the Plan is or becomes Top-Heavy in any Plan Year
beginning after December 31, 1983, the provisions of this Article will supersede
any conflicting provisions in the Plan or Adoption Agreement.

14.2 MINIMUM CONTRIBUTION Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy or Super Top-Heavy, the
aggregate Employer contributions and forfeitures allocated on behalf of any
Participant (without regard to any Social Security contribution) under this Plan
and any other Defined Contribution Plan of the Employer shall be the lesser of
3% of such Participant's Compensation or the largest percentage of Employer
contributions and forfeitures, as a percentage of the first $200,000, as
adjusted under Code Section 415(d), of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year.

Each Participant who is employed by the Employer on the last day of the Plan
Year shall be entitled to receive an allocation of the Employer's minimum
contribution for such Plan Year. The minimum allocation applies even though
under other Plan provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the year
because the Participant fails to make Voluntary Contributions to the Plan, the
Participant's Compensation is less than a stated amount, or the Participant
fails to complete 1,000 Hours of Service (or such lesser number designated by
the Employer in the Adoption Agreement) during the Plan Year. A Paired
profit-sharing plan designated to provide the minimum Top-Heavy contribution
must do so regardless of profits. An Employer may make the minimum Top-Heavy
contribution available to all Participants or just non-Key Employees. Unless the
Employer specifies otherwise in the Adoption Agreement, the minimum Top-Heavy
contribution will be allocated to the accounts of all eligible Participants even
if they are Key Employees.

For purposes of computing the minimum allocation, Compensation shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent the Participant is covered under any other plan(s) of the Employer and
the Employer has provided in the Adoption Agreement that the minimum allocation
or benefit requirements applicable to Top-Heavy Plans will be met in the other
plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of Matching
contributions made to his or her account, a Top-Heavy minimum will be required
for all non-Key Employees who are Participants. However, neither Elective
Deferrals by nor Matching Contributions to non-Key Employees may be taken into
account for purposes of satisfying the Top-Heavy minimum contribution
requirement.

14.3 MINIMUM VESTING For any Plan Year in which this Plan is Top-Heavy, the
minimum vesting schedule elected by, or deemed elected by, the Employer in the
Adoption Agreement will automatically apply to the Plan. If the vesting schedule
selected by the Employer in the Adoption Agreement is less liberal than the
allowable schedule, the schedule will be automatically modified. If the vesting
schedule under the Plan shifts in or out of the Top-Heavy schedule for any Plan
Year, such shift is an amendment to the vesting schedule and the election in
paragraph 9.8 of the Plan applies. The minimum vesting schedule applies to all
accrued 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 reduction in vested benefits may occur in the event the
Plan's status as Top-Heavy changes for any Plan Year. However, this paragraph
does not apply to the account balances of any Employee who does not have an Hour
of Service after the Plan initially becomes Top-Heavy and such Employee's
account balance attributable to Employer contributions and forfeitures will be
determined without regard to this paragraph.



                                       61
<PAGE>


                                   ARTICLE XV

                            AMENDMENT AND TERMINATION

15.1 AMENDMENT BY SPONSOR The Sponsor of this Regional Prototype may amend any
or all provisions of this Plan and Trust Account at any time without obtaining
the approval or consent of any Employer which has adopted this Plan and Trust
Account provided that no amendment shall authorize or permit any part of the
corpus or income of the Fund to be used for or diverted to purposes other than
for the exclusive benefit of Participants and their beneficiaries, or eliminate
an optional form of distribution. In the case of a mass-submitted plan, the
mass-submitter shall amend the Plan on behalf of the Sponsor.

15.2 AMENDMENT BY EMPLOYER The Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

          (a)  to satisfy Code Section 415,

          (b)  to avoid duplication of minimums under Code Section 416

because of the required aggregation of multiple plans,

The Employer may add certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption will not cause the Plan
to be treated as individually designed.

An Employer that has adopted a Standardized Regional Prototype Plan (Adoption
Agreements 001, 002, 003, 007, or 008) may amend the trust document provided
such amendment merely involves the specifications of the names of the Plan,
Employer, Trustee, Plan Administrator and other fiduciaries, the Trust year or
the name of any pooled Trust in which the Plan's Trust will participate.

An Employer that has adopted a Nonstandardized Regional Prototype Plan (Adoption
Agreement 004, 005 or 006) will not be considered to have an individually
designed plan merely because the Employer amends administrative provisions of
the Trust document (such as provisions relating to investments and duties of
Trustees) so long as the amended provisions are not in conflict with any other
provision of the Plan and do not cause the plan to fail to qualify under Code
Section 401(a).

If the Employer amends the Plan and Trust Account other than as provided above,
the Employer's Plan shall no longer participate in this Prototype Plan and will
be considered an individually designed plan for which the Employer must obtain a
separate determination letter.

15.3 TERMINATION Employers shall have the right to terminate their Plans upon 60
days notice in writing to the Trustee. If the Plan is terminated, partially
terminated, or if there is a complete discontinuance of contributions under a
profit-sharing plan maintained by the Employer, all amounts credited to the
accounts of Participants shall vest and become nonforfeitable. In the event of
termination, the Employer shall direct the Trustee with respect to the
distribution of accounts to or for the exclusive benefit of Participants or
their beneficiaries. In the event of a partial termination, only those who are
affected by such partial termination shall be fully vested. In the event of
termination, the Trustee shall dispose of the Fund in accordance with the
written directions of the Plan Administrator, provided that no liquidation of
assets and payment of benefits, (or provision therefore), shall actually be made
by the Trustee until after it is established by the Employer in a manner
satisfactory to the Trustee, that the applicable requirements, if any, of the
Employee Retirement Income Security Act of 1974 and the Internal Revenue Code
governing the termination of employee benefit plans, have been or are being,
complied with, or that appropriate authorizations, waivers, exemptions, or
variances have been, or are being obtained.



                                       62
<PAGE>

15.4 QUALIFICATION OF EMPLOYER'S PLAN If the adopting Employer fails to attain
or retain Internal Revenue Service qualification, such Employer's Plan shall no
longer participate in this Regional Prototype Plan and will be considered an
individually designed plan.

15.5     MERGERS AND CONSOLIDATIONS

          (a)  In the case of any merger or consolidation of the Employer's Plan
               with, or transfer of assets or liabilities of the Employer's Plan
               to, any other plan, Participants in the Employer's Plan shall be
               entitled to receive benefits immediately after the merger,
               consolidation, or transfer which are equal to or greater than the
               benefits they would have been entitled to receive immediately
               before the merger, consolidation, or transfer if the Plan had
               then terminated.

          (b)  In the event that the Trustee is an institution, that corporation
               into which the Trustee or any successor trustee may be merged or
               with which it may be consolidated, or any corporation resulting
               from any merger or consolidation to which the Trustee or any
               successor trustee may be a party, or any corporation to which all
               or substantially all the trust business of the Trustee or any
               successor trustee may be transferred, shall be the successor of
               such Trustee without the filing of any instrument or performance
               of any further act, before any court.

15.6 RESIGNATION AND REMOVAL The Trustee may resign by written notice to the
Employer or may be removed by written notice from the Employer. Either such
notification shall be effective 60 days after delivery. The Employer may
discontinue its participation in this Prototype Plan and Trust Account effective
upon 60 days written notice to the Sponsor. In such event the Employer shall,
prior to the effective date thereof, amend the Plan to eliminate any reference
to this Prototype Plan and Trust Account and appoint a successor trustee or
arrange for another funding agent. The Trustee shall deliver the Fund to its
successor on the effective date of the resignation or removal, or as soon
thereafter as practicable, provided that this shall not waive any lien the
Trustee, if an institution, may have upon the Fund for its compensation or
expenses. If the Employer fails to appoint a successor trustee with the said 60
days, or such longer period as the Trustee may specify in writing, the Employer
shall be deemed the successor trustee. The Employer must then obtain its own
determination letter.

15.7 QUALIFICATION OF PROTOTYPE The Sponsor intends that this Regional Prototype
Plan will meet the requirements of the Code as a qualified Prototype Retirement
Plan and Trust Account. Should the Commissioner of Internal Revenue or any
delegate of the Commissioner at any time determine that the Plan and Trust
Account fails to meet the requirements of the Code, the Sponsor will amend the
Plan and Trust Account to maintain its qualified status.



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<PAGE>


                                   ARTICLE XVI

                                  GOVERNING LAW

Construction, validity and administration of the Regional Prototype Retirement
Plan and Trust, and any Employer Plan and Trust as embodied in the Regional
Prototype document and accompanying Adoption Agreement, shall be governed by
Federal law to the extent applicable and to the extent not applicable by the
laws of the State/Commonwealth in which the principal office of the Employer is
located.




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<PAGE>

                     PART I - SECTION 401(A)(17) LIMITATION
                     [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                           AND DEFINED BENEFIT PLANS]

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

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

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



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<PAGE>


                                 MODEL AMENDMENT
                             REVENUE PROCEDURE 93-47

(This model amendment allows Participants receiving distribution from
safe-harbored profit sharing plans to waive the 30-day period required under the
Unemployment Compensation Act of 1992. Non-safe harbored plans must still
provide notice not less than 30 days and not more than 90 days prior to the
distribution.)

If a distribution is one to which Section 401(a)(11) and 417 of the Internal
Revenue Code do not apply, such distribution may commence less than 30 days
after the notice required under Section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:

               (1)  the plan administrator clearly informs the Participant that
                    the Participant has a right to a period of at least 30 days
                    after receiving the notice to consider the decision of
                    whether or not to elect a distribution (and, if applicable,
                    a particular distribution option), and

               (2)  the Participant, after receiving the notice, affirmatively
                    elects a distribution.

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