<PAGE>

                                                                    EXHIBIT 4.1
MORGAN STANLEY DEAN WITTER
--------------------------
RETIREMENT
PLAN SERVICES     401(K)
--------------------------











                                         PLAN
                                           DOCUMENT

                                                                [PHOTO]


     We measure SUCCESS
          ONE INVESTOR at a time.

<PAGE>

                           IRS APPROVAL LETTER 1


     INTERNAL REVENUE SERVICE                  Department of the Treasury

Plan Description: Prototype Standardized Profit Sharing Plan with CODA
FFN: 50216612201-005 Case: 9401243 EIN: 94-1671384
BPD: 01 Plan: 005 Letter Serial No: D247014b   Washington, DC 20224

                                               Person to Contact: Ms. Arrington
     DEAN WITTER REYNOLDS INC
                                               Telephone Number: (202) 622-9183
     2 WORLD TRADE CENTER, 73RD FLOOR
                                               Refer Reply to: CP:E:EP:Q:ICU
     NEW YORK, NY 10048
                                               Date: 07/07/94

Dear Applicant:

In our opinion, the amendment to the form of the plan identified above does
not in and of itself adversely affect the plan's acceptability under section
401 of the Internal Revenue Code.  This opinion relates only to the amendment
to the form of the plan.  It is not an opinion as to the acceptability of any
other amendment or of the form of the plan as a whole, or as to the effect of
other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees then for
other employees. Except as stated below, the Key District Director will not
issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code
section 401(a)(16) if: (1) an employer ever maintained another qualified plan
for one or more employees who are covered by this plan, other than a specified
paired plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B.
780; or (2) after December 31, 1985, the employer maintains a welfare benefit
fund defined in Code section 419(e), which provides postretirement medical
benefits allocated to separate accounts for key employees as defined in Code
section 419A(d)(3).

An employer that has adopted a standardized plan may not rely on this opinion
letter with respect to: (1) whether any amendment or series of amendments to
the plan satisfies the nondiscrimination requirements of section
1.401(a)(4)-5(a) of the regulations, except with respect to plan amendments
granting past service that meet the safe harbor described in section
1.401(a)(4)-5(a)(5) and are not part of a pattern of amendments that
significantly discriminates in favor of highly compensated employees; or (2)
whether the plan satisfies the effective availability requirement of section
1.401(a)(4)-4(c) of the regulations with respect to any benefit, right or
feature.

An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with
respect to whether a benefit, right or other feature that is prospectively
eliminated satisfies the current availability requirements of section
1.401(a)-4 of the regulations.

The employer may request a determination (1) as to whether the plan,
considered with all related qualified plans and, if appropriate, welfare
benefit funds, satisfies the requirements of Code section 401(a)(16) as to
limitations on benefits and contributions in Code section 415; (2) regarding
the nondiscriminatory effect of grants of past service; and (3) with respect
to whether a prospectively eliminated benefit, right or feature satisfies the
current availability requirements.

Our opinion does not apply to the form of the plan for purposes of section
401(a) of the Code unless the terms of the plan, as adopted or amended, that
pertain to the requirements of sections 401(a)(4), 401(a)(5), 401(a)(17),
401(l), 410(b) arid 414(s) of the Code, as amended by the Tax Reform Act of
1986 or subsequent legislation, (a) are made effective retroactively to the
first day of the first plan year beginning after December 31, 1988 (or such
other date on which these requirements first became effective with respect to
this plan); or (b) are made effective no later than the first day on which the
employer is no longer entitled, under regulations, to rely on a reasonable,
good faith interpretation of these requirements, and the prior provisions of
the plan constitute such an interpretation.

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

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

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

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


                                   Sincerely yours,

                                   [signature illegible]
                                   Chief, Employee Plans Qualifications Branch

<PAGE>

                            IRS APPROVAL LETTER 2



     INTERNAL REVENUE SERVICE                  Department of the Treasury

Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50316612201-009 Case: 9401246 EIN: 94-1671384
BPD: 01 Plan: 009 Letter Serial No: 0347013b   Washington, DC 20224

                                               Person to Contact: Ms. Arrington
     DEAN WITTER REYNOLDS INC
                                               Telephone Number: (202) 622-9183
     2 WORLD TRADE CENTER, 73RD FLOOR
                                               Refer Reply to: CP:E:EP:Q:ICU
     NEW YORK, NY 10048
                                               Date: 07/07/94




Dear Applicant:

In our opinion, the amendment to the form of the plan identified above does
not in and of itself adversely affect the plan's acceptability under section
401 of the Internal Revenue Code.  This opinion relates only to the amendment
to the form of the plan.  It is not an opinion as to the acceptability of any
other amendment or of the form of the plan as a whole, or as to the effect of
other Federal. or local statutes.

You must furnish a copy of this Letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction  there are adopting employers.

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

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

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

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter. You should
keep this letter as a permanent record. Please notify us if you modify or
discontinue sponsorship of this plan.


                                   Sincerely yours,

                                   [signature illegible]
                                   Chief, Employee Plans Qualifications Branch

<PAGE>

<TABLE>
<CAPTION>

                              TABLE OF CONTENTS


ARTICLE I
DEFINITIONS
<S>     <C>                                                                  <C>

1.01    Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02    Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03    Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.04    Adoption Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.05    Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.06    Advisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.07    Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.08    Self-Employed Individual/Owner-Employee. . . . . . . . . . . . . . . 1
1.09    Highly Compensated Employee. . . . . . . . . . . . . . . . . . . . . 1
1.10    Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.11    Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.12    Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.13    Earned Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.14    Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.15    Accrued Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.16    Nonforfeitable . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.17    Plan Year/Limitation Year. . . . . . . . . . . . . . . . . . . . . . 2
1.18    Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.19    Plan Entry Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.20    Accounting Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.21    Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.22    Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.23    Nontransferable Annuity. . . . . . . . . . . . . . . . . . . . . . . 2
1.24    ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.25    Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.26    Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.27    Hour of Service. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.28    Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.29    Service for Predecessor Employer . . . . . . . . . . . . . . . . . . 3
1.30    Related Employers. . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.31    Leased Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.32    Special Rules for Owner-Employees. . . . . . . . . . . . . . . . . . 3
1.33    Determination of Top Heavy Status. . . . . . . . . . . . . . . . . . 3
1.34    Paired Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II
EMPLOYEE PARTICIPANTS
2.01    Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.02    Year of Service-Participation. . . . . . . . . . . . . . . . . . . . 4
2.03    Break in Service-Participation . . . . . . . . . . . . . . . . . . . 4
2.04    Participation upon Reemployment. . . . . . . . . . . . . . . . . . . 5
2.05    Change in Employee Status. . . . . . . . . . . . . . . . . . . . . . 5
2.06    Election Not to Participate. . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III
EMPLOYER CONTRIBUTIONS
AND FORFEITURES
3.01    Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.02    Determination of Contribution. . . . . . . . . . . . . . . . . . . . 5
3.03    Time of Payment of Contribution. . . . . . . . . . . . . . . . . . . 5
3.04    Contribution Allocation. . . . . . . . . . . . . . . . . . . . . . . 5
3.05    Forfeiture Allocation. . . . . . . . . . . . . . . . . . . . . . . . 6
3.06    Accrual of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.07    3.16 Limitations on Allocations. . . . . . . . . . . . . . . . . . . 7
3.17    Special Allocation Limitation. . . . . . . . . . . . . . . . . . . . 7
3.18    Defined Benefit Plan Limitation. . . . . . . . . . . . . . . . . . . 7
3.19    Definitions - Article III. . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01    Participant Nondeductible Contributions. . . . . . . . . . . . . . . 8
4.02    Participant Deductible Contributions . . . . . . . . . . . . . . . . 8
4.03    Participant Rollover Contributions . . . . . . . . . . . . . . . . . 9
4.04    Participant Contribution - Forfeitability. . . . . . . . . . . . . . 9
4.05    Participant Contribution Withdrawal/Distribution . . . . . . . . . . 9
4.06    Participant Contribution - Accrued Benefit . . . . . . . . . . . . . 9

ARTICLE V
TERMINATION OF SERVICE-PARTICIPANT VESTING
5.01    Normal Retirement Age. . . . . . . . . . . . . . . . . . . . . . . . 9
5.02    Participant Disability or Death. . . . . . . . . . . . . . . . . . . 9
5.03    Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.04    Cash-out Distributions to Partially Vested Participants/
        Restoration of Forfeited Accrued Benefit . . . . . . . . . . . . . . 9
5.05    Segregated Account for Repaid Amount . . . . . . . . . . . . . . . .10
5.06    Year of Service - Vesting. . . . . . . . . . . . . . . . . . . . . .10
5.07    Break in Service - Vesting . . . . . . . . . . . . . . . . . . . . .10
5.08    Included Years of Service - Vesting. . . . . . . . . . . . . . . . .10
5.09    Forfeiture Occurs. . . . . . . . . . . . . . . . . . . . . . . . . .10

ARTICLE VI
TIME AND METHOD OF PAYMENT OF BENEFITS
6.01    Time of Payment Accrued Benefit. . . . . . . . . . . . . . . . . . .10
6.02    Method of Payment of Accrued Benefit . . . . . . . . . . . . . . . .11
6.03    Benefit Payment Elections. . . . . . . . . . . . . . . . . . . . . .12
6.04    Annuity Distributions to Participants
        and Surviving Spouses. . . . . . . . . . . . . . . . . . . . . . . .12
6.05    Waiver Election - Qualified Joint and Survivor Annuity . . . . . . .13
6.06    Waiver Election - Preretirement Survivor Annuity . . . . . . . . . .13
6.07    Distributions Under Domestic Relations Orders. . . . . . . . . . . .13

ARTICLE VII
EMPLOYER ADMINISTRATIVE PROVISIONS
7.01    Information to Committee . . . . . . . . . . . . . . . . . . . . . .13
7.02    No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
7.03    Indemnity of Certain Fiduciaries . . . . . . . . . . . . . . . . . .13
7.04    Employer Direction of Investment . . . . . . . . . . . . . . . . . .14
7.05    Amendment to Vesting Schedule. . . . . . . . . . . . . . . . . . . .14

ARTICLE VIII
PARTICIPANT ADMINISTRATIVE PROVISIONS
8.01    Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . . .14
8.02    No Beneficiary Designation/Death of Beneficiary. . . . . . . . . . .14
8.03    Personal Data to Committee . . . . . . . . . . . . . . . . . . . . .14
8.04    Address for Notification . . . . . . . . . . . . . . . . . . . . . .14
8.05    Assignment or Alienation . . . . . . . . . . . . . . . . . . . . . .14
8.06    Notice of Change in Terms. . . . . . . . . . . . . . . . . . . . . .14
8.07    Litigation Against the Trust . . . . . . . . . . . . . . . . . . . .14
8.08    Information Available. . . . . . . . . . . . . . . . . . . . . . . .14
8.09    Appeal Procedure for Denial of Benefits. . . . . . . . . . . . . . .15
8.10    Participant Direction of Investment. . . . . . . . . . . . . . . . .15

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT
        TO PARTICIPANTS' ACCOUNTS
9.01    Members' Compensation, Expenses. . . . . . . . . . . . . . . . . . .15
9.02    Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15


<PAGE>


9.03    Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.04    General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.05    Funding Policy . . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.06    Manner of Action . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.07    Authorized Representative. . . . . . . . . . . . . . . . . . . . . .15
9.08    Interested Member. . . . . . . . . . . . . . . . . . . . . . . . . .16
9.09    Individual Accounts. . . . . . . . . . . . . . . . . . . . . . . . .16
9.10    Value of Participants Accrued Benefit. . . . . . . . . . . . . . . .16
9.11    Allocation and Distribution of Net Income Gain or Loss . . . . . . .16
9.12    Individual Statement . . . . . . . . . . . . . . . . . . . . . . . .16
9.13    Account Charged. . . . . . . . . . . . . . . . . . . . . . . . . . .16
9.14    Unclaimed Account Procedure. . . . . . . . . . . . . . . . . . . . .16

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.01   Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
10.02   Receipt of Contributions . . . . . . . . . . . . . . . . . . . . . .16
10.03   Investment Powers. . . . . . . . . . . . . . . . . . . . . . . . . .16
10.04   Records and Statements . . . . . . . . . . . . . . . . . . . . . . .18
10.05   Fees and Expenses from Fund. . . . . . . . . . . . . . . . . . . . .18
10.06   Parties to Litigation. . . . . . . . . . . . . . . . . . . . . . . .18
10.07   Professional Agents. . . . . . . . . . . . . . . . . . . . . . . . .18
10.08   Distribution of Cash or Property . . . . . . . . . . . . . . . . . .18
10.09   Distribution Directions. . . . . . . . . . . . . . . . . . . . . . .18
10.10   Third Party/Multiple Trustees. . . . . . . . . . . . . . . . . . . .18
10.11   Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
10.12   Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
10.13   Interim Duties and Successor Trustee . . . . . . . . . . . . . . . .19
10.14   Valuation of Trust . . . . . . . . . . . . . . . . . . . . . . . . .19
10.15   Limitation on Liability If Investment Manager, Ancillary
        Trustee or Independent Fiduciary Appointed . . . . . . . . . . . . .19
10.16   Investment in Group Trust Fund . . . . . . . . . . . . . . . . . . .19
10.17   Appointment of Ancillary Trustee
        or Independent Fiduciary . . . . . . . . . . . . . . . . . . . . . .19

ARTICLE XI
PROVISIONS RELATING TO INSURANCE
AND INSURANCE COMPANY

11.01   Insurance Benefit. . . . . . . . . . . . . . . . . . . . . . . . . .20
11.02   Limitation on Life Insurance Protection. . . . . . . . . . . . . . .20
11.03   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
11.04   Dividend Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
11.05   Insurance Company Not a Party to Agreement . . . . . . . . . . . . .20
11.06   Insurance Company Not Responsible for Trustee's Actions  . . . . . .20
11.07   Insurance Company Reliance on Trustee's Signature. . . . . . . . . .20
11.08   Acquittance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
11.09   Duties of Insurance Company. . . . . . . . . . . . . . . . . . . . .20

ARTICLE XII
MISCELLANEOUS
12.01   Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.02   No responsibility for Employer Action. . . . . . . . . . . . . . . .20
12.03   Fiduciaries Not Insurers . . . . . . . . . . . . . . . . . . . . . .20
12.04   Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.05   Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.06   Word Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.07   State Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.08   Employer's Right to Participate. . . . . . . . . . . . . . . . . . .20
12.09   Employment Not Guaranteed. . . . . . . . . . . . . . . . . . . . . .21

ARTICLE XIII
EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
13.01   Exclusive Benefit. . . . . . . . . . . . . . . . . . . . . . . . . .21
13.02   Amendment by Employer. . . . . . . . . . . . . . . . . . . . . . . .21
13.03   Amendment by Master Plan Sponsor . . . . . . . . . . . . . . . . . .21
13.04   Discontinuance . . . . . . . . . . . . . . . . . . . . . . . . . . .21
13.05   Full Vesting on Termination. . . . . . . . . . . . . . . . . . . . .21
13.06   Merger/Direct Transfer . . . . . . . . . . . . . . . . . . . . . . .21
13.07   Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE X1V
CODE Section 401(k) AND CODE Section 401(m) ARRANGEMENTS
14.01   Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
14.02   Code Section 401(k) Arrangement. . . . . . . . . . . . . . . . . . .22
14.03   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
14.04   Matching Contributions/Employee Contributions. . . . . . . . . . . .23
14.05   Time of Payment of Contributions . . . . . . . . . . . . . . . . . .23
14.06   Special Allocation Provisions - Deferral Contributions
        and Qualified Nonelective Contributions. . . . . . . . . . . . . . .23
14.07   Annual Elective Deferral Limitation. . . . . . . . . . . . . . . . .24
14.08   Actual Deferral Percentage ("ADP") Test. . . . . . . . . . . . . . .24
14.09   Nondiscrimination Rules for Employer Matching
        Contributions/Participant Nondeductible Contributions. . . . . . . .24
14.10   Multiple Use Limitation. . . . . . . . . . . . . . . . . . . . . . .25
14.11   Distribution Restrictions. . . . . . . . . . . . . . . . . . . . . .26
14.12   Special Allocation Rules . . . . . . . . . . . . . . . . . . . . . .26

APPENDIX
ARTICLE A
Eligible Rollover Distributions. . . . . . . . . . . . . . . . . . . . . . .27

ARTICLE B
Annual Compensation Limit. . . . . . . . . . . . . . . . . . . . . . . . . .27

ARTICLE C
Rev. Rul. 94-76 Model Amendment. . . . . . . . . . . . . . . . . . . . . . .27

ARTICLE D
USERRA Model Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .27

</TABLE>



<PAGE>

MORGAN STANLEY DEAN WITTER VERSATILE
INVESTMENT PROGRAM DEFINED CONTRIBUTION
MASTER PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT # 01

Dean Witter Reynolds Inc., in its capacity as Master Plan Sponsor, establishes
this Master Plan intended to conform to and qualify under Section 401 and
Section 501 of the Internal Revenue Code of 1986, as amended. An Employer
establishes a Plan and Trust under this Master Plan by executing an Adoption
Agreement. If the Employer adopts this Plan as a restated Plan in substitution
for, and in amendment of, an existing plan, the provisions of this Plan, as a
restated Plan, apply solely to an Employee whose employment with the Employer
terminates on or after the restated Effective Date of the Employer's Plan. If
an Employee's employment with the Employer terminates prior to the restated
Effective Date, that Employee is entitled to benefits under the Plan as the
Plan existed on the date of the Employee's termination of employment.

                                     ARTICLE I
                                    DEFINITIONS

       1.01  "Employer" means each employer who adopts this Plan by executing
an Adoption Agreement.

       1.02  "Trustee" means the person or persons who as Trustee execute the
Employer's Adoption Agreement, or any successor in office who in writing
accepts the position of Trustee. The Employer must designate in its Adoption
Agreement whether the Trustee will administer the Trust as a discretionary
Trustee or as a nondiscretionary Trustee. If a person acts as a discretionary
Trustee, the Employer also may appoint a Custodian. See Article X. If the
Master Plan Sponsor is a bank, savings and loan, credit union or similar
financial institution, a person other than the Master Plan Sponsor (or its
affiliate) may not serve as Trustee or as Custodian of the Employer's Plan
without the written consent of the Master Plan Sponsor.

       1.03  "Plan" means the retirement plan established or continued by the
Employer in the form of this Agreement, including the Adoption Agreement under
which the Employer has elected to participate in this Master Plan. The
Employer must designate the name of the Plan in its Adoption Agreement. An
Employer may execute more than one Adoption Agreement offered under this
Master Plan, each of which will constitute a separate Plan and Trust
established or continued by that Employer. The Plan and the Trust created by
each adopting Employer is a separate Plan and a separate Trust, independent
from the plan and the trust of any other employer adopting this Master Plan.
All section references within the Plan are Plan section references unless the
context clearly indicates otherwise.

       1.04  "Adoption Agreement" means the document executed by each
Employer adopting this Master Plan. The terms of this Master Plan as modified
by the terms of an adopting Employer's Adoption Agreement constitute a
separate Plan and Trust to be construed as a single Agreement. Each elective
provision of the Adoption Agreement corresponds by section reference to the
section of the Plan which grants the election. Each Adoption Agreement offered
under this Master Plan is either a Nonstandardized Plan or a Standardized
Plan, as identified in the preamble to that Adoption Agreement. The provisions
of this Master Plan apply equally to Nonstandardized Plans and to Standardized
Plans unless otherwise specified.

       1.05  "Plan Administrator" is the Employer unless the Employer
designates another person to hold the position of Plan Administrator. In
addition to his other duties, the Plan Administrator has full responsibility
for compliance with the reporting and disclosure rules under ERISA as respects
this Agreement.

       1.06  "Advisory Committee" means the Employer's Advisory Committee as
from time to time constituted.

       1.07  "Employee" means any employee (including a Self-Employed
Individual) of the Employer. The Employer must specify in its Adoption
Agreement any Employee, or class of Employees, not eligible to participate in
the Plan. If the Employer elects to exclude collective bargaining employees,
the exclusion applies to any employee of the Employer included in a unit of
employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or
more employers unless the collective bargaining agreement requires the
employee to be included within the Plan. The term "employee representatives"
does not include any organization more than half the members of which are
owners, officers, or executives of the Employer.

       1.08  "Self-Employed Individual/Owner-Employee." "Self-Employed
Individual" means an individual who has Earned Income (or who would have had
Earned Income but for the fact that the trade or business did not have net
earnings) for the taxable year from the trade or business for which the Plan
is established. "Owner-Employee" means a Self-Employed Individual who is the
sole proprietor in the case of a sole proprietorship. If the Employer is a
partnership, "Owner-Employee" means a Self-Employed Individual who is a
partner and owns more than 10% of either the capital or profits interest of
the partnership.

       1.09  "Highly Compensated Employee" means an Employee who, during the
Plan Year or during the preceding 12-month period:

       (a)   is a more than 5% owner of the Employer (applying the constructive
       ownership rules of Code Section 318, and applying the principles of Code
       Section 318, for an unincorporated entity);

       (b)   has Compensation in excess of $75,000 (as adjusted by the
       Commissioner of Internal Revenue for the relevant year);

       (c)   has Compensation in excess of $50,000 (as adjusted by the
       Commissioner of Internal Revenue for the relevant year) and is part of
       the top-paid 20% group of employees (based on Compensation for the
       relevant year); or

       (d)   has Compensation in excess of 50% of the dollar amount prescribed
       in Code Section 415(b)(1)(A) (relating to defined benefit plans) and is
       an officer of the Employer.

       If the Employee satisfies the definition in clause (b), (c) or (d) in
the Plan Year but does not satisfy clause (b), (c) or (d) during the preceding
12-month period and does not satisfy clause (a) in either period, the Employee
is a Highly Compensated Employee only if he is one of the 100 most highly
compensated Employees for the Plan Year. The number of officers taken into
account under clause (d) will not exceed the greater of 3 or 10% of the total
number [after application of the Code Section 414(q) exclusions] of Employees,
but no more than 50 officers. If no Employee satisfies the Compensation
requirement in clause (d) for the relevant year, the Advisory Committee will
treat the highest paid officer as satisfying clause (d) for that year.

       For purposes of this Section 1.09, "Compensation" means Compensation as
defined in Section 1.12, except any exclusions from Compensation elected in
the Employer's Adoption Agreement Section 1.12 do not apply, and Compensation
must include "elective contributions" (as defined in Section 1.12). The
Advisory Committee must make the determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of the top
paid 20% group, the top 100 paid Employees, the number of officers includible
in clause (d) and the relevant Compensation, consistent with Code Section
414(q) and regulations issued under that Code section. The Employer may make a
calendar year election to determine the Highly Compensated Employees for the
Plan Year, as prescribed by Treasury regulations. A calendar year election
must apply to all plans and arrangements of the Employer. For purposes of
applying any nondiscrimination test required under the Plan or under the Code,
in a manner consistent with applicable Treasury regulations, the Advisory
Committee will treat a Highly Compensated Employee and all family members (a
spouse, a lineal ascendant or descendant, or a spouse of a lineal ascendant or
descendant) as a single Highly Compensated Employee, but only if the Highly
Compensated Employee is a more than 5% owner or is one of the 10 Highly
Compensated Employees with the greatest Compensation for the Plan Year. This
aggregation rule applies to a family member even if that family member is a
Highly Compensated Employee without family aggregation.

       The term "Highly Compensated Employee" also includes any former
Employee who separated from Service (or has a deemed Separation from Service,
as determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after
his 55th birthday. If the former Employee's Separation from Service occurred
prior to January 1, 1987, he is a Highly Compensated Employee only if he
satisfied clause (a) of this Section 1.09 or received Compensation in excess
of $50,000 during: (1) the year of his Separation from Service (or the prior
year); or (2) any year ending after his 54th birthday.

       1.10  "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.

       1.11  "Beneficiary" is a person designated by a Participant who is or
may become entitled to a benefit under the Plan. A Beneficiary who becomes
entitled to a benefit under the Plan remains a Beneficiary under the Plan until
the Trustee has fully distributed his benefit to him. A Beneficiary's right to
(and the Plan Administrator's, the Advisory Committee's or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.

       1.12  "Compensation" means, except as provided in the Employer's
Adoption Agreement, the Participant's Earned Income, wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the plan
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses). The Employer must elect in its Adoption Agreement
whether to include elective contributions in the definition of Compensation.
"Elective contributions" are amounts excludible from the Employee's gross
income under Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by
the


                                          1

<PAGE>

Employer, at the Employee's election, to a Code Section 401(k) arrangement, a
Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. The term
"Compensation" does not include:

       (a)   Employer contributions (other than "elective contributions," if
       includible in the definition of Compensation under Section 1.12 of the
       Employer's Adoption Agreement) to a plan of deferred compensation to the
       extent the contributions are not included in the gross income of the
       Employee for the taxable year in which contributed, on behalf of an
       Employee to a simplified employee pension plan to the extent such
       contributions are excludible from the Employee's gross income, and any
       distributions from a plan of deferred compensation, regardless of
       whether such amounts are includible in the gross income of the Employee
       when distributed.

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

       (c) Amounts realized from the sale, exchange or other disposition of
       stock acquired under a stock option described in Part II, Subchapter D,
       Chapter 1 of the Code.

       (d) Other amounts which receive special tax benefits, such as premiums
       for group term life insurance (but only to the extent that the premiums
       are not includible in the gross income of the Employee), or
       contributions made by an 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
       excludible from the gross income of the Employee), other than "elective
       contributions," if elected in the Employer's Adoption Agreement.

       Any reference in this Plan to Compensation is a reference to the
definition in this Section 1.12, unless the Plan reference specifies a
modification to this definition. The Advisory Committee will take into account
only Compensation actually paid for the relevant period. A Compensation
payment includes Compensation by the Employer through another person under the
common paymaster provisions in Code Sections 3121 and 3306.

(A)    LIMITATIONS ON COMPENSATION.

       (1)   COMPENSATION DOLLAR LIMITATION. For any Plan Year beginning after
December 31, 1988, the Advisory Committee must take into account only the first
$200,000 (or beginning January 1, 1990, such larger amount as the Commissioner
of Internal Revenue may prescribe) of any Participant's Compensation. For any
Plan Year beginning prior to January 1, 1989, this $200,000 limitation (but not
the family aggregation requirement described in the next paragraph) applies
only if the Plan is top heavy for such Plan Year or operates as a deemed top
heavy plan for such Plan Year.

       (2)   APPLICATION OF COMPENSATION LIMITATION TO CERTAIN FAMILY MEMBERS.
The $200,000 Compensation limitation applies to the combined Compensation of
Employee and of any family member aggregated with the Employee under Section
the 1.09 who is either (i) the Employee's spouse; or(ii) the Employee's lineal
descendant under the age of 19. If, for a Plan Year, the combined Compensation
of the Employee and such family members who are Participants entitled to an
allocation for that Plan Year exceeds the $200,000 (or adjusted) limitation,
"Compensation" for each such Participant, for purposes of the contribution and
allocation provisions of Article III, means his Adjusted Compensation.
Adjusted Compensation is the amount which bears the same ratio to the $200,000
(or adjusted) limitation as the affected Participant's Compensation (without
regard to the $200,000 Compensation limitation) bears to the combined
Compensation of all the affected Participants in the family unit. If the Plan
uses permitted disparity, the Advisory Committee must determine the
integration level of each affected family member Participant prior to the
proration of the $200,000 Compensation limitation, but the combined
integration level of the affected Participants may not exceed $200,000 (or the
adjusted limitation). The combined Excess Compensation of the affected
Participants in the family unit may not exceed $200,000 (or the adjusted
limitation) minus the affected Participants' combined integration level (as
determined under the preceding sentence). If the combined Excess Compensation
exceeds this limitation, the Advisory Committee will prorate the Excess
Compensation limitation among the affected Participants in the family unit in
proportion to each such individual's Adjusted Compensation minus his
integration level. If the Employer's Plan is a Nonstandardized Plan, the
Employer may elect to use a different method in determining the Adjusted
Compensation of the affected Participants by specifying that method in an
addendum to the Adoption Agreement, numbered Section 1.12.

(B)    NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.12, except: (1) the Employer may
elect to include or to exclude elective contributions, irrespective of the
Employer's election in its Adoption Agreement regarding elective
contributions; and (2) the Employer will not give effect to any elections made
in the "modifications to Compensation definition" section of Adoption
Agreement Section 1.12. The Employer's election described in clause (1) must
be consis-tent and uniform with respect to all Employees and all plans of the
Employer for any particular Plan Year. If the Employer's Plan is a
Nonstandardized Plan, the Employer, irrespective of clause (2), may elect to
exclude from this nondiscrimination definition of Compensation any items of
Compensation excludible under Code Section 414(s) and the applicable Treasury
regulations, provided such adjusted definition conforms to the
nondiscrimination requirements of those regulations.

       1.13  "Earned Income" means net earnings from self-employment in the
trade or business with respect to which the Employer has established the Plan,
provided personal services of the individual are a material income producing
factor. The Advisory Committee will determine net earnings without regard to
items excluded from gross income and the deductions allocable to those items.
The Advisory Committee will determine net earnings after the deduction allowed
to the Self-Employed Individual for all contributions made by the Employer to
a qualified plan and, for Plan Years beginning after December 31, 1989, the
deduction allowed to the Self-Employed under Code Section 164(f) for
self-employment taxes.

       1.14  "Account" means the separate account(s) which the Advisory
Committee or the Trustee maintains for a Participant under the Employers Plan.

       1.15  "Accrued Benefit" means the amount standing in a Participant's
Account(s) as of any date derived from both Employer contributions and
Employee contributions, if any.

       1.16  "Nonforfeitable" means a Participant's or Beneficiary's
unconditional claim, legally enforceable against the Plan, to the
Participant's Accrued Benefit.

       1.17  "Plan Year" means the fiscal year of the Plan, the consecutive
month period specified in the Employer's Adoption Agreement. The Employer's
Adoption Agreement also must specify the "Limitation Year" applicable to the
limitations on allocations described in Article III. If the Employer maintains
Paired Plans, each Plan must have the same Plan Year.

       1.18  "Effective Date" of this Plan is the date specified in the
Employer's Adoption Agreement.

       1.19  "Plan Entry Date" means the date(s) specified in Section 2.01 of
the Employer's Adoption Agreement.

       1.20  "Accounting Date" is the last day of an Employer's Plan Year.
Unless otherwise specified in the Plan, the Advisory Committee will make all
Plan allocations for a particular Plan Year as of the Accounting Date of that
Plan Year.

       1.21  "Trust" means the separate Trust created under the Employer's
Plan.

       1.22  "Trust Fund" means all property of every kind held or acquired by
the Employer's Plan, other than incidental benefit insurance contracts.

       1.23  "Nontransferable Annuity" means an annuity which by its terms
provides that it may not be sold, assigned, discounted, pledged as collateral
for a loan or security for the performance of an obligation or for any purpose
to any person other than the insurance company. If the Plan distributes an
annuity contract, the contract must be a Nontransferable Annuity.

       1.24  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

       1.25  "Code" means the Internal Revenue Code of 1986, as amended.

       1.26  "Service" means any period of time the Employee is in the employ
of the Employer, including any period the Employee is on an unpaid leave of
absence authorized by the Employer under a uniform, nondiscriminatory policy
applicable to all Employees. "Separation from Service" means the Employee no
longer has an employment relationship with the Employer maintaining this Plan.

       1.27  "Hour of Service" means: (a) Each Hour of Service for which the
Employer, either directly or indirectly, pays an Employee, or for which the
Employee is entitled to payment, for the performance of duties. The Advisory
Committee credits Hours of Service under this paragraph (a) to the Employee
for the computation period in which the Employee performs the duties,
irrespective of when paid; (b) Each Hour of Service for back pay, irrespective
of mitigation of damages, to which the Employer has agreed or for which the
Employee has received an award. The Advisory Committee credits Hours of
Service under this paragraph (b) to the Employee for the computation period(s)
to which the award or the agreement pertains rather than for the computation
period in which the award, agreement or payment is made; and (c) Each Hour of
Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment (irrespective of
whether the employment relationship is terminated), for reasons other than for
the performance of duties during a computation period, such as leave of
absence, vacation, holiday, sick leave, illness, incapacity (including
disability), layoff, jury duty or military duty. The Advisory Committee will
credit no more than 501 Hours of Service under this paragraph (c) to an
Employee on account


                                          2

<PAGE>

of any single continuous period during which the Employee does not perform any
duties (whether or not such period occurs during a single computation period).
The Advisory Committee credits Hours of Service under this paragraph (c) in
accordance with the rules of paragraphs (b) and (c) of Labor Reg. Section
2530.200b-2, which the Plan, by this reference, specifically incorporates in
full within this paragraph (c).

       The Advisory Committee will not credit an Hour of Service under more
than one of the above paragraphs. A computation period for purposes of this
Section 1.27 is the Plan Year, Year of Service period, Break in Service period
or other period, as determined under the Plan provision for which the Advisory
Committee is measuring an Employee's Hours of Service. The Advisory Committee
will resolve any ambiguity with respect to the crediting of an Hour of Service
in favor of the Employee.

(A)    METHOD OF CREDITING HOURS OF SERVICE. The Employer must elect in its
Adoption Agreement the method the Advisory Committee will use in crediting an
Employee with Hours of Service. For purposes of the Plan, "actual" method
means the determination of Hours of Service from records of hours worked and
hours for which the Employer makes payment or for which payment is due from
the Employer. If the Employer elects to apply an "equivalency" method, for
each equivalency period for which the Advisory Committee would credit the
Employee with at least one Hour of Service, the Advisory Committee will credit
the Employee with: (i) 10 Hours of Service for a daily equivalency; (ii) 45
Hours of Service for a weekly equivalency; (iii) 95 Hours of Service for a
semimonthly payroll period equivalency; and (iv) 190 Hours of Service for a
monthly equivalency.

(B)    MATERNITY/PATERNITY LEAVE. Solely for purposes of determining whether
the Employee incurs a Break in Service under any provision of this Plan, the
Advisory Committee must credit Hours of Service during an Employee's unpaid
absence period due to maternity or paternity leave. The Advisory Committee
considers an Employee on maternity or paternity leave if the Employee's
absence is due to the Employee's pregnancy, the birth of the Employee's child,
the placement with the Employee of an adopted child, or the care of the
Employee's child immediately following the child's birth or placement. The
Advisory Committee credits Hours of Service under this paragraph on the basis
of the number of Hours of Service the Employee would receive if he were paid
during the absence period or, if the Advisory Committee cannot determine the
number of Hours of Service the Employee would receive, on the basis of 8 hours
per day during the absence period. The Advisory Committee will credit only the
number (not exceeding 501) of Hours of Service necessary to prevent an
Employee's Break in Service. The Advisory Committee credits all Hours of
Service described in this paragraph to the computation period in which the
absence period begins or, if the Employee does not need these Hours of Service
to prevent a Break in Service in the computation period in which his absence
period begins, the Advisory Committee credits these Hours of Service to the
immediately following computation period.

       1.28  "Disability" means the Participant, because of a physical or
mental disability, will be unable to perform the duties of his customary
position of employment (or is unable to engage in any substantial gainful
activity) for an indefinite period which the Advisory Committee considers will
be of long continued duration. A Participant also is disabled if he incurs the
permanent loss or loss of use of a member or function of the body, or is
permanently disfigured, and incurs a Separation from Service. The Plan
considers a Participant disabled on the date the Advisory Committee determines
the Participant satisfies the definition of disability. The Advisory Committee
may require a Participant to submit to a physical examination in order to
confirm disability. The Advisory Committee will apply the provisions of this
Section 1.28 in a nondiscriminatory, consistent and uniform manner. If the
Employer's Plan is a Nonstandardized Plan, the Employer may provide an
alternate definition of disability in an addendum to its Adoption Agreement,
numbered Section 1.28.

       1.29  SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the
plan of a predecessor employer, the Plan treats service of the Employee with
the predecessor employer as service with the Employer. If the Employer does
not maintain the plan of a predecessor employer, the Plan does not credit
service with the predecessor employer, unless the Employer identifies the
predecessor in its Adoption Agreement and specifies the purposes for which the
Plan will credit service with that predecessor employer.

       1.30  RELATED EMPLOYERS. A related group is a controlled group of
corporations [as defined in Code Section 414(b)], trades or businesses
(whether or not incorporated) which are under common control
[as defined in Code Section 414(c)] or an affiliated service group
[as defined in Code Section 414(m) or in Code Section 414(o)]. If the Employer
is a member of a related group, the term "Employer" includes the related group
members for purposes of crediting Hours of Service, determining Years of
Service and Breaks in Service under Articles II and V, applying the
Participation Test and the Coverage Test under Section 3.06(E), applying the
limitations on allocations in Part 2 of Article III, applying the top heavy
rules and the minimum allocation requirements of Article III, the definitions
of Employee, Highly Compensated Employee, Compensation and Leased Employee,
and for any other purpose required by the applicable Code section or by a Plan
provision. However, an Employer may contribute to the Plan only by being a
signatory to the Execution Page of the Adoption Agreement or to a
Participation Agreement to the Employer's Adoption Agreement. If one or more
of the Employer's related group members become Participating Employers by
executing a Participation Agreement to the Employer's Adoption Agreement, the
term "Employer" includes the participating related group members for all
purposes of the Plan, and "Plan Administrator" means the Employer that is the
signatory to the Execution Page of the Adoption Agreement.

       If the Employer's Plan is a Standardized Plan, all Employees of the
Employer or of any member of the Employer's related group, are eligible to
participate in the Plan, irrespective of whether the related group member
directly employing the Employee is a Participating Employer. If the Employer's
Plan is a Nonstandardized Plan, the Employer must specify in Section 1.07 of
its Adoption Agreement, whether the Employees of related group members that
are not Participating Employers are eligible to participate in the Plan. Under
a Nonstandardized Plan, the Employer may elect to exclude from the definition
of "Compensation" for allocation purposes any Compensation received from a
related employer that has not executed a Participation Agreement and whose
Employees are not eligible to participate in the Plan.

       1.31  LEASED EMPLOYEES. The Plan treats a Leased Employee as an
Employee of the Employer. A Leased Employee is an individual (who otherwise is
not an Employee of the Employer) who, pursuant to a leasing agreement between
the Employer and any other person, has performed services for the Employer
[or for the Employer and any persons related to the Employer within the meaning
of Code Section 144(a)(3)] on a substantially full time basis for at least one
year and who performs services historically performed by employees in the
Employer's business field. If a Leased Employee is treated as an Employee by
reason of this Section 1.31 of the Plan, "Compensation" includes Compensation
from the leasing organization which is attributable to services performed for
the Employer.

(A)    SAFE HARBOR PLAN EXCEPTION. The Plan does not treat a Leased Employee
as an Employee if the leasing organization covers the employee in a safe
harbor plan and, prior to application of this safe harbor plan exception, 20%
or less of the Employer's Employees (other than Highly Compensated Employees)
are Leased Employees. A safe harbor plan is a money purchase pension plan
providing immediate participation, full and immediate vesting, and a
nonintegrated contribution formula equal to at least 10% of the employee's
compensation without regard to employment by the leasing organization on a
specified date. The safe harbor plan must determine the 10% contribution on
the basis of compensation as defined in Code Section 415(c)(3) plus elective
contributions (as defined in Section 1.12).

(B)    OTHER REQUIREMENTS. The Advisory Committee must apply this Section 1.31
in a manner consistent with Code Section 414(n) and Section 414(o) and the
regulations issued under those Code sections. The Employer must specify in the
Adoption Agreement the manner in which the Plan will determine the allocation
of Employer contributions and Participant forfeitures on behalf of a
Participant if the Participant is a Leased Employee covered by a plan
maintained by the leasing organization.

       1.32  SPECIAL RULES FOR OWNER-EMPLOYEES. The following special
provisions and restrictions apply to Owner-Employees:

       (a)   If the Plan provides contributions or benefits for an Owner-
       Employee or for a group of Owner-Employees who controls the trade or
       business with respect to which this Plan is established and the
       Owner-Employee or Owner-Employees also control as Owner-Employees one
       or more other trades or businesses, plans must exist or be established
       with respect to all the controlled trades or businesses so that when
       the plans are combined they form a single plan which satisfies the
       requirements of Code Section 401(a) and Code Section 401(d) with
       respect to the employees of the controlled trades or businesses.

       (b)   The Plan excludes an Owner-Employee or group of Owner-Employees if
       the Owner-Employee or group of Owner-Employees controls any other trade
       or business, unless the employees of the other controlled trade or
       business participate in a plan which satisfies the requirements of Code
       Section 401(a) and Code Section 401(d). The other qualified plan must
       provide contributions and benefits which are not less favorable than
       the contributions and benefits provided for the Owner-Employee or group
       of Owner-Employees under this Plan, or if an Owner-Employee is covered
       under another qualified plan as an Owner-Employee, then the plan
       established with respect to the trade or business he does control must
       provide contributions or benefits as favorable as those provided under
       the most favorable plan of the trade or business he does not control.
       If the exclusion of this paragraph (b) applies and the Employer's Plan
       is a Standardized Plan, the Employer may not participate or continue to
       participate in this Master Plan and the Employer's Plan becomes an
       individually-designed plan for purposes of qualification reliance.

       (c)   For purposes of paragraphs (a) and (b) of this Section 1.32, an
       Owner-Employee or group of Owner-Employees controls a trade or business
       if the Owner-Employee or Owner-Employees together (1) own the entire
       interest in an unincorporated trade or business, or (2) in the case of a
       partnership, own more than 50% of either the capital interest or the
       profits interest in the partnership.

       1.33  DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only
qualified plan maintained by the Employer, the Plan is top heavy for a Plan
Year if the top heavy ratio as of the Determination Date exceeds 60%. The top
heavy ratio is a fraction, the numerator of which is the sum of the present


                                          3

<PAGE>

value of Accrued Benefits of all Key Employees as of the Determination Date
and the denominator of which is a similar sum determined for all Employees.
The Advisory Committee must include in the top heavy ratio, as part of the
present value of Accrued Benefits, any contribution not made as of the
Determination Date but includible under Code Section 416 and the applicable
Treasury regulations, and distributions made within the Determination Period.
The Advisory Committee must calculate the top heavy ratio by disregarding the
Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any
Non-Key Employee who was formerly a Key Employee, and by disregarding the
Accrued Benefit (including distributions, if any, of the Accrued Benefit) of
an individual who has not received credit for at least one Hour of Service
with the Employer during the Determination Period. The Advisory Committee must
calculate the top heavy ratio, including the extent to which it must take into
account distributions, rollovers and transfers, in accordance with Code
Section 416 and the regulations under that Code section.

       If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is
terminated, this Plan is top heavy only if it is part of the Required
Aggregation Group, and the top heavy ratio for the Required Aggregation Group
and for the Permissive Aggregation Group, if any, each exceeds 60%. The
Advisory Committee will calculate the top heavy ratio in the same manner as
required by the first paragraph of this Section 1.33, taking into account all
plans within the Aggregation Group. To the extent the Advisory Committee must
take into account distributions to a Participant, the Advisory Committee must
include distributions from a terminated plan which would have been part of the
Required Aggregation Group if it were in existence on the Determination Date.
The Advisory Committee will calculate the present value of accrued benefits
under defined benefit plans or simplified employee pension plans included
within the group in accordance with the terms of those plans, Code Section 416
and the regulations under that Code section. If a Participant in a defined
benefit plan is a Non-Key Employee, the Advisory Committee will determine his
accrued benefit under the accrual method, if any, which is applicable
uniformly to all defined benefit plans maintained by the Employer or, if there
is no uniform method, in accordance with the slowest accrual rate permitted
under the fractional rule accrual method described in Code Section 411(b)(1)
C). If the Employer maintains a defined benefit plan, the Employer must
specify in Adoption Agreement Section 3.18 the actuarial assumptions (interest
and mortality only) the Advisory Committee will use to calculate the present
value of benefits from a defined benefit plan. If an aggregated plan does not
have a valuation date coinciding with the Determination Date, the Advisory
Committee must value the Accrued Benefits in the aggregated plan as of the
most recent valuation date falling within the twelve-month period ending on
the Determination Date, except as Code Section 416 and applicable Treasury
regulations require for the first and second plan year of a defined benefit
plan. The Advisory Committee will calculate the top heavy ratio with reference
to the Determination Dates that fall within the same calendar year.

(A)    STANDARDIZED PLAN. If the Employer's Plan is a Standardized Plan, the
Plan operates as a deemed top heavy plan in all Plan Years, except, if the
Standardized Plan includes a Code Section 401(k) arrangement, the Employer may
elect to apply the top heavy requirements only in Plan Years for which the
Plan actually is top heavy. Under a deemed top heavy plan, the Advisory
Committee need not determine whether the Plan actually is top heavy. However,
if the Employer, in Adoption Agreement Section 3.18, elects to override the
100% limitation, the Advisory Committee will need to determine whether a
deemed top heavy Plan's top heavy ratio for a Plan Year exceeds 90%.

(B)    DEFINITIONS. For purposes of applying the provisions of this Section
1.33:

       (1)   "Key Employee" means, as of any Determination Date, any Employee
       or former Employee (or Beneficiary of such Employee) who, for any Plan
       Year in the Determination Period: (i) has Compensation in excess of 50%
       of the dollar amount prescribed in Code Section 415(b)(1)(A) (relating
       to defined benefit plans) and is an officer of the Employer; (ii) has
       Compensation in excess of the dollar amount prescribed in Code Section
       415(c)(l)(A) (relating to defined contribution plans) and is one of the
       Employees owning the ten largest interests in the Employer; (iii) is a
       more than 5% owner of the Employer; or (iv) is a more than 1% owner of
       the Employer and has Compensation of more than $150,000. The
       constructive ownership rules of Code Section 318 (or the principles of
       that section, in the case of an unincorporated Employer,) will apply to
       determine ownership in the Employer. The number of officers taken into
       account under clause (i) will not exceed the greater of 3 or 10% of the
       total number [after application of the Code Section 414(q) exclusions]
       of Employees, but no more than 50 officers. The Advisory Committee will
       make the determination of who is a Key Employee in accordance with Code
       Section 416(i)(1) and the regulations under that Code section.

       (2)   "Non-Key Employee" is an employee who does not meet the definition
       of Key Employee.

       (3)   "Compensation" means Compensation as determined under Section 1.09
       for purposes of identifying Highly Compensated Employees.

       (4)   "Required Aggregation Group" means: (i) each qualified plan of the
       Employer in which at least one Key Employee participates at any time
       during the Determination Period; and (ii) any other qualified plan of
       the Employer which enables a plan described in clause (i) to meet the
       requirements of Code Section 401(a)(4) or of Code Section 410.

       (5)   "Permissive Aggregation Group" is the Required Aggregation Group
       plus any other qualified plans maintained by the Employer, but only if
       such group would satisfy in the aggregate the requirements of Code
       Section 401(a)(4) and of Code Section 410. The Advisory Committee will
       determine the Permissive Aggregation Group.

       (6)   "Employer" means the Employer that adopts this Plan and any
       related employers described in Section 1.30.

       (7)   "Determination Date" for any Plan Year is the Accounting Date of
       the preceding Plan Year or, in the case of the first Plan Year of the
       Plan, the Accounting Date of that Plan Year. The "Determination Period"
       is the 5 year period ending on the Determination Date.

       1.34  "Paired Plans" means the Employer has adopted two Standardized
Plan Adoption Agreements offered with this Master Plan, one Adoption Agreement
being a Paired Profit Sharing Plan and one Adoption Agreement being a Paired
Pension Plan. A Paired Profit Sharing Plan may include a Code Section 401(k)
arrangement. A Paired Pension Plan must be a money purchase pension plan or a
target benefit pension plan. Paired Plans must be the subject of a favorable
opinion letter issued by the National Office of the Internal Revenue Service.
This Master Plan does not pair any of its Standardized Plan Adoption
Agreements with Standardized Plan Adoption Agreements under a defined benefit
master plan.


                                     ARTICLE II
                               EMPLOYEE PARTICIPANTS

       2.01  ELIGIBILITY. Each Employee becomes a Participant in the Plan in
accordance with the participation option selected by the Employer in its
Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the Effective Date continues as a
Participant in the Plan, irrespective of whether he satisfies the
participation conditions in the restated Plan, unless otherwise provided in
the Employer's Adoption Agreement.

       2.02  YEAR OF SERVICE-PARTICIPATION. For purposes of an Employee's
participation in the Plan under Adoption Agreement Section 2.01, the Plan
takes into account all of his Years of Service with the Employer, except as
provided in Section 2.03. "Year of Service" means an eligibility computation
period during which the Employee completes not less than the number of Hours
of Service specified in the Employer's Adoption Agreement. The initial
eligibility computation period is the first 12 consecutive month period
measured from the Employment Commencement Date. The Plan measures succeeding
eligibility computation periods in accordance with the option selected by the
Employer in its Adoption Agreement. If the Employer elects to measure
subsequent periods on a Plan Year basis, an Employee who receives credit for
the required number of Hours of Service during the initial eligibility
computation period and during the first applicable Plan Year will receive
credit for two Years of Service under Article II. "Employment Commencement
Date" means the date on which the Employee first performs an Hour of Service
for the Employer. If the Employer elects a service condition under Adoption
Agreement Section 2.01 based on months, the Plan does not apply any Hour of
Service requirement after the completion of the first Hour of Service.

       2.03  BREAK IN SERVICE-PARTICIPATION. An Employee incurs a "Break in
Service" if during any 12 consecutive month period he does not complete more
than 500 Hours of Service with the Employer. The "12 consecutive month period"
under this Section 2.03 is the same 12 consecutive month period for which the
Plan measures "Years of Service" under Section 2.02.

(A)    2-YEAR ELIGIBILITY. If the Employer elects a 2 years of service
condition for eligibility purposes under Adoption Agreement Section 2.01, the
Plan treats an Employee who incurs a one year Break in Service and who has
never become a Participant as a new Employee on the date he first performs an
Hour of Service for the Employer after the Break in Service.

(B)    SUSPENSION OF YEARS OF SERVICE. The Employer must elect in its Adoption
Agreement whether a Participant will incur a suspension of Years of Service
after incurring a one year Break in Service. If this rule applies under the
Employer's Plan, the Plan disregards a Participant's Years of Service (as
defined in Section 2.02) earned prior to a Break in Service until the
Participant completes another Year of Service and the Plan suspends the
Participant's participation in the Plan. If the Participant completes a Year
of Service following his Break in Service, the Plan restores that
Participant's pre-Break Years of Service (and the Participant resumes active
participation in the Plan) retroactively to the first day of the computation
period in which the Participant earns the first post-Break Year of Service.
The initial computation period under this Section 2.03(B) is the 12
consecutive month period measured from the date the Participant first receives
credit for an Hour of Service following the one year Break in Service period.
The Plan measures any subsequent periods, if necessary, in a manner consistent
with the computation period selection in Adoption Agreement Section 2.02. This
Section 2.03(B) does not affect a Participant's vesting credit under Article V
and, during a suspension period, the Participant's Account continues to share
fully in Trust Fund allocations under Section 9.11. Furthermore, this Section
2.03(B) will not result in the restora-


                                          4

<PAGE>

tion of any Year of Service disregarded under the Break in Service rule of
Section 2.03(A).

       2.04  PARTICIPATION UPON REEMPLOYMENT. A Participant whose employment
with the Employer terminates will reenter the Plan as a Participant on the
date of his reemployment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). An Employee who satisfies the Plan's eligibility
conditions but who terminates employment with the Employer prior to becoming a
Participant will become a Participant on the later of the Plan Entry Date on
which he would have entered the Plan had he not terminated employment or the
date of his reemployment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). Any Employee who terminates employment prior to
satisfying the Plan's eligibility conditions becomes a Participant in
accordance with Adoption Agreement Section 2.01.

       2.05  CHANGE IN EMPLOYEE STATUS. If a Participant has not incurred a
Separation from Service but ceases to be eligible to participate in the Plan,
by reason of employment within an employment classification excluded by the
Employer under Adoption Agreement Section 1.07, the Advisory Committee must
treat the Participant as an Excluded Employee during the period such a
Participant is subject to the Adoption Agreement exclusion. The Advisory
Committee determines a Participant's sharing in the allocation of Employer
contributions and Participant forfeitures, if applicable, by disregarding his
Compensation paid by the Employer for services rendered in his capacity as an
Excluded Employee. However, during such period of exclusion, the Participant,
without regard to employment classification, continues to receive credit for
vesting under Article V for each included Year of Service and the
Participant's Account continues to share fully in Trust Fund allocations under
Section 9.11.

       If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification, he
will participate in the Plan immediately if he has satisfied the eligibility
conditions of Section 2.01 and would have been a Participant had he not been
an Excluded Employee during his period of Service. Furthermore, the Plan takes
into account all of the Participant's included Years of Service with the
Employer as an Excluded Employee for purposes of vesting credit under Article
V.

       2.06  ELECTION NOT TO PARTICIPATE. If the Employer's Plan is a
Standardized Plan, the Plan does not permit an otherwise eligible Employee nor
any Participant to elect not to participate in the Plan. If the Employer's
Plan is a Nonstandardized Plan, the Employer must specify in its Adoption
Agreement whether an Employee eligible to participate, or any present
Participant, may elect not to participate in the Plan. For an election to be
effective for a particular Plan Year, the Employee or Participant must file
the election in writing with the Plan Administrator not later than the time
specified in the Employer's Adoption Agreement. The Employer may not make a
contribution under the Plan for the Employee or for the Participant for the
Plan Year for which the election is effective, nor for any succeeding Plan
Year, unless the Employee or Participant reelects to participate in the Plan.
After an Employee's or Participant's election not to participate has been
effective for at least the minimum period prescribed by the Employer's
Adoption Agreement, the Employee or Participant may reelect to participate in
the Plan for any Plan Year and subsequent Plan Years. An Employee or
Participant may reelect to participate in the Plan by filing his election in
writing with the Plan Administrator not later than the time specified in the
Employer's Adoption Agreement. An Employee or Participant who reelects to
participate may again elect not to participate only as permitted in the
Employer's Adoption Agreement. If an Employee is a Self-Employed Individual,
the Employee's election [except as permitted by Treasury regulations without
creating a Code Section 401(k) arrangement with respect to that Self-Employed
Individual] must be effective no later than the date the Employee first would
become a Participant in the Plan and the election is irrevocable. The Plan
Administrator must furnish an Employee or a Participant any form required for
purposes of an election under this Section 2.06. An election timely filed is
effective for the entire Plan Year.

       A Participant who elects not to participate may not receive a
distribution of his Accrued Benefit attributable either to Employer or to
Participant contributions except as provided under Article IV or under Article
VI. However, for each Plan Year for which a Participant's election not to
participate is effective, the Participant's Account, if any, continues to
share in Trust Fund allocations under Article IX. Furthermore, the Employee or
the Participant receives vesting credit under Article V for each included Year
of Service during the period the election not to participate is effective.



                                    ARTICLE III
                       EMPLOYER CONTRIBUTIONS AND FORFEITURES

Part 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS:
SECTIONS 3.01 THROUGH 3.06

       3.01  AMOUNT. For each Plan Year, the Employer contributes to the Trust
the amount determined by application of the contribution option selected by
the Employer in its Adoption Agreement. The Employer may not make a
contribution to the Trust for any Plan Year to the extent the contribution
would exceed the Participants' Maximum Permissible Amounts.

       The Employer contributes to this Plan on the condition its contribution
is not due to a mistake of fact and the Revenue Service will not disallow the
deduction for its contribution. The Trustee, upon written request from the
Employer, must return to the Employer the amount of the Employer's
contribution made by the Employer by mistake of fact or the amount of the
Employer's contribution disallowed as a deduction under Code Section 404. The
Trustee will not return any portion of the Employer's contribution under the
provisions of this paragraph more than one year after:

       (a)   The Employer made the contribution by mistake of fact; or

       (b)   The disallowance of the contribution as a deduction, and then,
       only to the extent of the disallowance.

       The Trustee will not increase the amount of the Employer contribution
returnable under this Section 3.01 for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution
returnable for any losses attributable to it. The Trustee may require the
Employer to furnish it whatever evidence the Trustee deems necessary to enable
the Trustee to confirm the amount the Employer has requested be returned is
properly returnable under ERISA.

       3.02  DETERMINATION OF CONTRIBUTION. The Employer, from its records,
determines the amount of any contributions to be made by it to the Trust under
the terms of the Plan.

       3.03  TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its
contribution for each Plan Year in one or more installments without interest.
The Employer must make its contribution to the Plan within the time prescribed
by the Code or applicable Treasury regulations. Subject to the consent of the
Trustee, the Employer may make its contribution in property rather than in
cash, provided the contribution of property is not a prohibited transaction
under the Code or under ERISA.

       3.04  CONTRIBUTION ALLOCATION.

(A)    METHOD OF ALLOCATION. The Employer must specify in its Adoption
Agreement the manner of allocating each annual Employer contribution to this
Trust.

(B)    TOP HEAVY MINIMUM ALLOCATION. The Plan must comply with the provisions
of this Section 3.04(B), subject to the elections in the Employer's Adoption
Agreement.

       (1)   TOP HEAVY MINIMUM ALLOCATION UNDER STANDARDIZED PLAN. Subject to
the Employer's election under Section 3.04(B)(3), the top heavy minimum
allocation requirement applies to a Standardized Plan for each Plan Year,
irrespective of whether the Plan is top heavy.

       (a)   Each Participant employed by the Employer on the last day of the
       Plan Year will receive a top heavy minimum allocation for that Plan
       Year. The Employer may elect in Section 3.04 of its Adoption Agreement
       to apply this paragraph (a) only to a Participant who is a Non-Key
       Employee.

       (b)   Subject to any overriding elections in Section 3.18 of the
       Employer's Adoption Agreement, the top heavy minimum allocation is the
       lesser of 3% of the Participant's Compensation for the Plan Year or the
       highest contribution rate for the Plan Year made on behalf of any
       Participant for the Plan Year. However, if the Employee participates in
       Paired Plans, the top heavy minimum allocation is 3% of his
       Compensation. If, under Adoption Agreement Section 3.04, the Employer
       elects to apply paragraph (a) only to a Participant who is a Non-Key
       Employee, the Advisory Committee will determine the "highest
       contribution rate" described in the first sentence of this paragraph
       (b) by reference only to the contribution rates of Participants who are
       Key Employees for the Plan Year.

       (2)   TOP HEAVY MINIMUM ALLOCATION UNDER NONSTANDARDIZED PLAN. The top
heavy minimum allocation requirement applies to a Nonstandardized Plan only in
Plan Years for which the Plan is top heavy. Except as provided in the
Employer's Adoption Agreement, if the Plan is top heavy in any Plan Year:

       (a)   Each Non-Key Employee who is a Participant and is employed by the
       Employer on the last day of the Plan Year will receive a top heavy
       minimum allocation for that Plan Year, irrespective of whether he
       satisfies the Hours of Service condition under Section 3.06 of the
       Employer's Adoption Agreement; and

       (b)   The top heavy minimum allocation is the lesser of 3% of the
       Non-Key Employee's Compensation for the Plan Year or the highest
       contribution rate for the Plan Year made on behalf of any Key Employee.
       However, if


                                          5
<PAGE>

       a defined benefit plan maintained by the Employer which benefits a Key
       Employee depends on this Plan to satisfy the antidiscrimination rules of
       Code Section 401(a)(4) or the coverage rules of Code Section 410 (or
       another plan benefiting the Key Employee so depends on such defined
       benefit plan), the top heavy minimum allocation is 3% of the Non-Key
       Employee's Compensation regardless of the contribution rate for the Key
       Employees.

       (3)    SPECIAL ELECTION FOR STANDARDIZED CODE Section 401(k) PLAN.  If
the Employer's Plan is a Standardized Code Section 401(k) Plan, the Employer
may elect in Adoption Agreement Section 3.04 to apply the top heavy minimum
allocation requirements of Section 3.04(B)(1) only for Plan Years in which
the Plan actually is a top heavy plan.

       (4)    SPECIAL DEFINITIONS. For purposes of this Section 3.04(B), the
term "Participant" includes any Employee otherwise eligible to participate in
the Plan but who is not a Participant because of his Compensation level or
because of his failure to make elective deferrals under a Code Section 401(k)
arrangement or because of his failure to make mandatory contributions. For
purposes of subparagraph (1)(b) or (2)(b), "Compensation" means Compensation
as defined in Section 1.12, except Compensation does not include elective
contributions, irrespective of whether the Employer has elected to include
these amounts in Section 1.12 of its Adoption Agreement, any exclusion
selected in Section 1.12 of the Adoption Agreement (other than the exclusion
of elective contributions) does not apply, and any modification to the
definition of Compensation in Section 3.06 does not apply.

       (5)    DETERMINING CONTRIBUTION RATES. For purposes of this Section
3.04(B), a Participant's contribution rate is the sum of all Employer
contributions (not including Employer contributions to Social Security) and
forfeitures allocated to the Participant's Account for the Plan Year divided
by his Compensation for the entire Plan Year. However, for purposes of
satisfying a Participant's top heavy minimum allocation in Plan Years
beginning after December 31, 1988, the Participant's contribution rate does
not include any elective contributions under a Code Section 401(k)
arrangement nor any Employer matching contributions allocated on the basis of
those elective contributions or on the basis of employee contributions,
except a Nonstandardized Plan may include in the contribution rate any
matching contributions not necessary to satisfy the nondiscrimination
requirements of Code Section 401(k) or of Code Section 401(m).

       If the Employee is a Participant in Paired Plans, the Advisory
Committee will consider the Paired Plans as a single Plan to determine a
Participant's contribution rate and to determine whether the Plans satisfy
this top heavy minimum allocation requirement. To determine a Participant's
contribution rate under a Nonstandardized Plan, the Advisory Committee must
treat all qualified top heavy defined contribution plans maintained by the
Employer (or by any related Employers described in Section 1.30) as a single
plan.

       (6)    NO ALLOCATIONS. If, for a Plan Year, there are no allocations of
Employer contributions or forfeitures for any Participant [for purposes of
Section 3.04(B)(1)(b)1 or for any Key Employee [for purposes of Section
3.04(B)(2)(b)1, the Plan does not require any top heavy minimum allocation for
the Plan Year, unless a top heavy minimum allocation applies because of the
maintenance by the Employer of more than one plan.

       (7)    ELECTION OF METHOD. The Employer must specify in its Adoption
Agreement the manner in which the Plan will satisfy the top heavy minimum
allocation requirement.

       (a)    If the Employer elects to make any necessary additional
       contribution to this Plan, the Advisory Committee first will allocate the
       Employer contributions (and Participant forfeitures, if any) for the Plan
       Year in accordance with the provisions of Adoption Agreement Section
       3.04. The Employer then will contribute an additional amount for the
       Account of any Participant entitled under this Section 3.04(B) to a top
       heavy minimum allocation and whose contribution rate for the Plan Year,
       under this Plan and any other plan aggregated under paragraph (5), is
       less than the top heavy minimum allocation. The additional amount is the
       amount necessary to increase the Participant's contribution rate to the
       top heavy minimum allocation. The Advisory Committee will allocate the
       additional contribution to the Account of the Participant on whose behalf
       the Employer makes the contribution.

       (b)    If the Employer elects to guarantee the top heavy minimum
       allocation under another plan, this Plan does not provide the top heavy
       minimum allocation and the Advisory Committee will allocate the annual
       Employer contributions (and Participant forfeitures) under the Plan
       solely in accordance with the allocation method selected under Adoption
       Agreement Section 3.04.

       3.05   FORFEITURE ALLOCATION. The amount of a Participant's Accrued
Benefit forfeited under the Plan is a Participant forfeiture. The Advisory
Committee will allocate Participant forfeitures in the manner specified by the
Employer in its Adoption Agreement. The Advisory Committee will continue to hold
the undistributed, non-vested portion of a terminated Participant's Accrued
Benefit in his Account solely for his benefit until a forfeiture occurs at the
time specified in Section 5.09 or if applicable, until the time specified in
Section 9.14. Except as provided under Section 5.04, a Participant will not
share in the allocation of a forfeiture of any portion of his Accrued Benefit.

       3.06   ACCRUAL OF BENEFIT. The Advisory Committee will determine the
accrual of benefit (Employer contributions and Participant forfeitures) on
the basis of the Plan Year in accordance with the Employer's elections in its
Adoption Agreement.

(A)    COMPENSATION TAKEN INTO ACCOUNT. The Employer must specify in its
Adoption Agreement the Compensation the Advisory Committee is to take into
account in allocating an Employer contribution to a Participant's Account for
the Plan Year in which the Employee first becomes a Participant. For all
other Plan Years, the Advisory Committee will take into account only the
Compensation determined for the portion of the Plan Year in which the
Employee actually is a Participant. The Advisory Committee must take into
account the Employee's entire Compensation for the Plan Year to determine
whether the Plan satisfies the top heavy minimum allocation requirement of
Section 3.04(B). The Employer, in an addendum to its Adoption Agreement
numbered 3.06(A), may elect to measure Compensation for the Plan Year for
allocation purposes on the basis of a specified period other than the Plan
Year.

(B)    HOURS OF SERVICE REQUIREMENT. Subject to the applicable minimum
allocation requirement of Section 3.04, the Advisory Committee will not
allocate any portion of an Employer contribution for a Plan Year to any
Participant's Account if the Participant does not complete the applicable
minimum Hours of Service requirement specified in the Employer's Adoption
Agreement.

(C)    EMPLOYMENT REQUIREMENT. If the Employer's Plan is a Standardized Plan,
a Participant who, during a particular Plan Year, completes the accrual
requirements of Adoption Agreement Section 3.06 will share in the allocation
of Employer contributions for that Plan Year without regard to whether he is
employed by the Employer on the Accounting Date of that Plan Year. If the
Employer's Plan is a Nonstandardized Plan, the Employer must specify in its
Adoption Agreement whether the Participant will accrue a benefit if he is not
employed by the Employer on the Accounting Date of the Plan Year. If the
Employer's Plan is a money purchase plan or a target benefit plan, whether
Nonstandardized or Standardized, the Plan conditions benefit accrual on
employment with the Employer on the last day of the Plan Year for the Plan
Year in which the Employer terminates the Plan.

(D)    OTHER REQUIREMENTS. If the Employer's Adoption Agreement includes
options for other requirements affecting the Participant's accrual of
benefits under the Plan, the Advisory Committee will apply this Section 3.06
in accordance with the Employer's Adoption Agreement selections.

(E)    SUSPENSION OF ACCRUAL REQUIREMENTS UNDER NONSTANDARDIZED PLAN. If the
Employer's Plan is a Nonstandardized Plan, the Employer may elect in its
Adoption Agreement to suspend the accrual requirements elected under Adoption
Agreement Section 3.06 if, for any Plan Year beginning after December 31,
1989, the Plan fails to satisfy the Participation Test or the Coverage Test.
A Plan satisfies the Participation Test if, on each day of the Plan Year, the
number of Employees who benefit under the Plan is at least equal to the
lesser of 50 or 40% of the total number of Includible Employees as of such
day. A Plan satisfies the Coverage Test if, on the last day of each quarter
of the Plan Year, the number of Nonhighly Compensated Employees who benefit
under the Plan is at least equal to 70% of the total number of Includible
Nonhighly Compensated Employees as of such day. "Includible" Employees are
all Employees other than: (1) those Employees excluded from participating in
the Plan for the entire Plan Year by reason of the collective bargaining unit
exclusion or the nonresident alien exclusion under Adoption Agreement Section
1.07 or by reason of the participation requirements of Sections 2.01 and
2.03; and (2) any Employee who incurs a Separation from Service during the
Plan Year and fails to complete at least 501 Hours of Service for the Plan
Year. A "Nonhighly Compensated Employee" is an Employee who is not a Highly
Compensated Employee and who is not a family member aggregated with a Highly
Compensated Employee pursuant to Section 1.09 of the Plan.

       For purposes of the Participation Test and the Coverage Test, an
Employee is benefiting under the Plan on a particular date if, under Adoption
Agreement Section 3.04, he is entitled to an allocation for the Plan Year.
Under the Participation Test, when determining whether an Employee is
entitled to an allocation under Adoption Agreement Section 3.04, the Advisory
Committee will disregard any allocation required solely by reason of the top
heavy minimum allocation, unless the top heavy minimum allocation is the only
allocation made under the Plan for the Plan Year.

       If this Section 3.06(E) applies for a Plan Year, the Advisory
Committee will suspend the accrual requirements for the Includible Employees
who are Participants, beginning first with the Includible Employee(s)
employed with the Employer on the last day of the Plan Year, then the
Includible Employee(s) who have the latest Separation from Service during the
Plan Year, and continuing to suspend in descending order the accrual
requirements for each Includible Employee who incurred an earlier Separation
from Service, from the latest to the earliest Separation from Service date,
until the Plan satisfies both the Participation Test and the Coverage Test
for the Plan Year. If two or more Includible Employees have a Separation from
Service on the same day, the Advisory Committee will suspend the accrual
requirements for all such Includible Employees, irrespective of whether the
Plan can satisfy the Participation Test and the Coverage Test by accruing
benefits for fewer than all such Includible Employees. If the Plan suspends
the accrual requirements

                                      6

<PAGE>

for an Includible Employee, that Employee will share in the allocation of
Employer contributions and Participant forfeitures, if any, without regard to
the number of Hours of Service he has earned for the Plan Year and without
regard to whether he is employed by the Employer on the last day of the Plan
Year. If the Employer's Plan includes Employer matching contributions subject
to Code Section 401(m), this suspension of accrual requirements applies
separately to the Code Section 401(m) portion of the Plan, and the Advisory
Committee will treat an Employee as benefiting under that portion of the Plan
if he is an Eligible Employee for purposes of the Code Section 401(m)
nondiscrimination test. The Employer may modify the operation of this Section
3.06(E) by electing appropriate modifications in Section 3.06 of its Adoption
Agreement.

PART 2. LIMITATIONS ON ALLOCATIONS: SECTIONS 3.07 THROUGH 3.19

       NOTE:  SECTIONS 3.07 THROUGH 3.10 APPLY ONLY TO PARTICIPANTS IN THIS
PLAN WHO DO NOT PARTICIPATE, AND WHO HAVE NEVER PARTICIPATED, IN ANOTHER
QUALIFIED PLAN OR IN A WELFARE BENEFIT FUND [AS DEFINED IN CODE SECTION 419(e)]
MAINTAINED BY THE EMPLOYER.

       3.07   The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may
not exceed the Maximum Permissible Amount. If the amount the Employer
otherwise would contribute to the Participant's Account would cause the
Annual Additions for the Limitation Year to exceed the Maximum Permissible
Amount, the Employer will reduce the amount of its contribution so the Annual
Additions for the Limitation Year will equal the Maximum Permissible Amount.
If an allocation of Employer contributions, pursuant to Section 3.04, would
result in an Excess Amount (other than an Excess Amount resulting from the
circumstances described in Section 3.10) to the Participant's Account, the
Advisory Committee will reallocate the Excess Amount to the remaining
Participants who are eligible for an allocation of Employer contributions for
the Plan Year in which the Limitation Year ends. The Advisory Committee will
make this reallocation on the basis of the allocation method under the Plan
as if the Participant whose Account otherwise would receive the Excess Amount
is not eligible for an allocation of Employer contributions.

       3.08   Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Advisory Committee may determine the
Maximum Permissible Amount on the basis of the Participant's estimated annual
Compensation for such Limitation Year. The Advisory Committee must make this
determination on a reasonable and uniform basis for all Participants
similarly situated. The Advisory Committee must reduce any Employer
contributions (including any allocation of forfeitures) based on estimated
annual Compensation by any Excess Amounts carried over from prior years.

       3.09   As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the Maximum
Permissible Amount for such Limitation Year on the basis of the Participant's
actual Compensation for such Limitation Year.

       3.10   If, pursuant to Section 3.09, or because of the allocation of
forfeitures, there is an Excess Amount with respect to a Participant for a
Limitation Year, the Advisory Committee will dispose of such Excess Amount as
follows:

       (a)    The Advisory Committee will return any nondeductible voluntary
       Employee contributions to the Participant to the extent the return would
       reduce the Excess Amount.

       (b)    If, after the application of paragraph (a), an Excess Amount still
       exists, and the Plan covers the Participant at the end of the Limitation
       Year, then the Advisory Committee will use the Excess Amount(s) to reduce
       future Employer contributions (including any allocation of forfeitures)
       under the Plan for the next Limitation Year and for each succeeding
       Limitation Year, as is necessary, for the Participant. If the Employer's
       Plan is a profit sharing plan, the Participant may elect to limit his
       Compensation for allocation purposes to the extent necessary to reduce
       his allocation for the Limitation Year to the Maximum Permissible Amount
       and eliminate the Excess Amount.

       (c)    If, after the application of paragraph (a), an Excess Amount still
       exists, and the Plan does not cover the Participant at the end of the
       Limitation Year, then the Advisory Committee will hold the Excess Amount
       unallocated in a suspense account. The Advisory Committee will apply the
       suspense account to reduce Employer Contributions (including allocation
       of forfeitures) for all remaining Participants in the next Limitation
       Year, and in each succeeding Limitation Year if necessary. Neither the
       Employer nor any Employee may contribute to the Plan for any Limitation
       Year in which the Plan is unable to allocate fully a suspense account
       maintained pursuant to this paragraph (c).

       (d)    The Advisory Committee will not distribute any Excess Amount(s) to
       Participants or to former Participants.

       NOTE:  SECTIONS 3.11 THROUGH 3.16 APPLY ONLY TO PARTICIPANTS WHO, IN
ADDITION TO THIS PLAN, PARTICIPATE IN ONE OR MORE PLANS (INCLUDING PAIRED
PLANS), ALL OF WHICH ARE QUALIFIED MASTER OR PROTOTYPE DEFINED CONTRIBUTION
PLANS OR WELFARE BENEFIT FUNDS LAS DEFINED IN CODE SECTION 419(e)] MAINTAINED
BY THE EMPLOYER DURING THE LIMITATION YEAR.

        3.11   The amount of Annual Additions which the Advisory Committee
may allocate under this Plan on a Participant's behalf for a Limitation Year
may not exceed the Maximum Permissible Amount, reduced by the sum of any
Annual Additions allocated to the Participant's Accounts for the same
Limitation Year under this Plan and such other defined contribution plan. If
the amount the Employer otherwise would contribute to the Participant's
Account under this Plan would cause the Annual Additions for the Limitation
Year to exceed this limitation, the Employer will reduce the amount of its
contribution so the Annual Additions under all such plans for the Limitation
Year will equal the Maximum Permissible Amount. If an allocation of Employer
contributions, pursuant to Section 3.04, would result in an Excess Amount
(other than an Excess Amount resulting from the circumstances described in
Section 3.10) to the Participant's Account, the Advisory Committee will
reallocate the Excess Amount to the remaining Participants who are eligible
for an allocation of Employer contributions for the Plan Year in which the
Limitation Year ends. The Advisory Committee will make this reallocation on
the basis of the allocation method under the Plan as if the Participant whose
Account otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.

       3.12   Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the Advisory Committee may determine
the amounts referred to in 3.11 above on the basis of the Participant's
estimated annual Compensation for such Limitation Year. The Advisory
Committee will make this determination on a reasonable and uniform basis for
all Participants similarly situated. The Advisory Committee must reduce any
Employer contribution (including allocation of forfeitures) based on
estimated annual Compensation by any Excess Amounts carried over from prior
years.

       3.13   As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the amounts referred
to in 3.11 on the basis of the Participant's actual Compensation for such
Limitation Year.

       3.14   If pursuant to Section 3.13, or because of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and all such
other plans result in an Excess Amount, such Excess Amount will consist of
the Amounts last allocated. The Advisory Committee will determine the Amounts
last allocated by treating the Annual Additions attributable to a welfare
benefit fund as allocated first, irrespective of the actual allocation date
under the welfare benefit fund.

       3.15   The Employer must specify in its Adoption Agreement the Excess
Amount attributed to this Plan, if the Advisory Committee allocates an Excess
Amount to a Participant on an allocation date of this Plan which coincides
with an allocation date of another plan.

       3.16   The Advisory Committee will dispose of any Excess Amounts
attributed to this Plan as provided in Section 3.10.

       NOTE:  SECTION 3.17 APPLIES ONLY TO PARTICIPANTS WHO, IN ADDITION TO
THIS PLAN, PARTICIPATE IN ONE OR MORE QUALIFIED PLANS WHICH ARE QUALIFIED
DEFINED CONTRIBUTION PLANS OTHER THAN A MASTER OR PROTOTYPE PLAN MAINTAINED
BY THE EMPLOYER DURING THE LIMITATION YEAR.

       3.17   SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions
which the Advisory Committee may allocate under this Plan on behalf of any
Participant are limited in accordance with the provisions of Section 3.11
through 3.16, as though the other plan were a Master or Prototype plan,
unless the Employer provides other limitations in an addendum to the Adoption
Agreement, numbered Section 3.17.

       3.18   DEFINED BENEFIT PLAN LIMITATION. If the Employer maintains a
defined benefit plan, or has ever maintained a defined benefit plan which the
Employer has terminated, then the sum of the defined benefit plan fraction
and the defined contribution plan fraction for any Participant for any
Limitation Year must not exceed 1.0. The Employer must provide in Adoption
Agreement Section 3.18 the manner in which the Plan will satisfy this
limitation. The Employer also must provide in its Adoption Agreement Section
3.18 the manner in which the Plan will satisfy the top heavy requirements of
Code Section 416 after taking into account the existence (or prior
maintenance) of the defined benefit plan.

       3.19   DEFINITIONS-ARTICLE III. For purposes of Article III, the
following terms mean:

       (a)    "Annual Addition" - The sum of the following amounts allocated on
       behalf of a Participant for a Limitation Year, of(i) all Employer
       contributions; (ii) all forfeitures; and (iii) all Employee
       contributions. Except to the extent provided in Treasury regulations,
       Annual Additions include excess contributions described in Code Section
       401(k), excess aggregate contributions described in Code Section 401(m)
       and excess deferrals described in Code Section 402(g), irrespective of
       whether the plan distributes or forfeits such excess amounts. Annual
       Additions also include Excess Amounts reapplied to reduce Employer
       contributions under Section 3.10. Amounts allocated after March 31, 1984,
       to an individual medical account [as defined in Code Section 415(l)(2)]
       included as part of a defined benefit plan maintained by the Employer are
       Annual Additions. Furthermore, Annual Additions include contributions
       paid or accrued after December 31, 1985, for taxable years ending after
       December 31, 1985, attributable to post-retire-

                                       7

<PAGE>

       ment medical benefits allocated to the separate account of a key employee
       [as defined in Code Section 419A(d)(3)] under a welfare benefit fund [as
       defined in Code Section 419(e)] maintained by the Employer.

       (b)    "Compensation" - For purposes of applying the limitations of Part
       2 of this Article III, "Compensation" means Compensation as defined in
       Section 1.12, except Compensation does not include elective
       contributions, irrespective of whether the Employer has elected to
       include these amounts as Compensation under Section 1.12 of its Adoption
       Agreement, and any exclusion selected in Section 1.12 of the Adoption
       Agreement (other than the exclusion of elective contributions) does not
       apply.

       (c)    "Employer" - The Employer that adopts this Plan and any related
       employers described in Section 1.30. Solely for purposes of applying the
       limitations of Part 2 of this Article III, the Advisory Committee will
       determine related employers described in Section 1.30 by modifying Code
       Section 414(b) and (c) in accordance with Code Section 415(h).

       (d)    "Excess Amount" - The excess of the Participant's Annual Additions
       for the Limitation Year over the Maximum Permissible Amount.

       (e)    "Limitation Year" - The period selected by the Employer under
       Adoption Agreement Section 1.17. All qualified plans of the Employer must
       use the same Limitation Year. If the Employer amends the Limitation Year
       to a different 12 consecutive month period, the new Limitation Year must
       begin on a date within the Limitation Year for which the Employer makes
       the amendment, creating a short Limitation Year.

       (f)    "Master or Prototype Plan" - A plan the form of which is the
       subject of a favorable notification letter or a favorable opinion letter
       from the Internal Revenue Service.

       (g)    "Maximum Permissible Amount" - The lesser of (i) $30,000 [or, if
       greater, one-fourth of the defined benefit dollar limitation under Code
       Section 415(b)(l)(A)], or (ii) 25% of the Participant's Compensation for
       the Limitation Year. If there is a short Limitation Year because of a
       change in Limitation Year, the Advisory Committee will multiply the
       $30,000 (or adjusted) limitation by the following fraction:

                 NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
                 ---------------------------------------------
                                         12

       (h)    "Defined contribution plan" - A retirement plan which provides for
       an individual account for each participant and for benefits based solely
       on the amount contributed to the participant's account, and any income,
       expenses, gains and losses, and any forfeitures of accounts of other
       participants which the plan may allocate to such participant's account.
       The Advisory Committee must treat all defined contribution plans (whether
       or not terminated) maintained by the Employer as a single plan. Solely
       for purposes of the limitations of Part 2 of this Article III, the
       Advisory Committee will treat employee contributions made to a defined
       benefit plan maintained by the Employer as a separate defined
       contribution plan. The Advisory Committee also will treat as a defined
       contribution plan an individual medical account [as defined in Code
       Section 415(l)(2)1 included as part of a defined benefit plan maintained
       by the Employer and, for taxable years ending after December 31, 1985, a
       welfare benefit fund under Code Section 419(e) maintained by the Employer
       to the extent there are post-retirement medical benefits allocated to the
       separate account of a key employee [as defined in Code Section
       419A(d)(3)].

       (i)    "Defined benefit plan" - A retirement plan which does not provide
       for individual accounts for Employer contributions. The Advisory
       Committee must treat all defined benefit plans (whether or not
       terminated) maintained by the Employer as a single plan.

       NOTE:  THE DEFINITIONS IN PARAGRAPHS (j), (k) AND (l) APPLY ONLY IF THE
       LIMITATION DESCRIBED IN SECTION 3.18 APPLIES TO THE EMPLOYER'S PLAN.

       (j) "Defined benefit plan fraction" -

                   PROJECTED ANNUAL BENEFIT OF THE PARTICIPANT
                        UNDER THE DEFINED BENEFIT PLAN(S)
--------------------------------------------------------------------------------
   The lesser of(i) 125% [subject to the "100% limitation" in paragraph (1)]
   of the dollar limitation in effect under Code Section 415(b)(1)(A) for the
    Limitation Year, or (ii) 140% of the Participant's average Compensation
              for his high three (3) consecutive Years of Service

       To determine the denominator of this fraction, the Advisory Committee
will make any adjustment required under Code Section 415(b) and will
determine a Year of Service, unless otherwise provided in an addendum to
Adoption Agreement Section 3.18, as a Plan Year in which the Employee
completed at least 1,000 Hours of Service. The "projected annual benefit" is
the annual retirement benefit (adjusted to an actuarially equivalent straight
life annuity if the plan expresses such benefit in a form other than a
straight life annuity or qualified joint and survivor annuity) of the
Participant under the terms of the defined benefit plan on the assumptions he
continues employment until his normal retirement age (or current age, if
later) as stated in the defined benefit plan, his compensation continues at
the same rate as in effect in the Limitation Year under consideration until
the date of his normal retirement age and all other relevant factors used to
determine benefits under the defined benefit plan remain constant as of the
current Limitation Year for all future Limitation Years.

       CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one or
more defined benefit plans maintained by the Employer which were in existence
on May 6, 1986, the dollar limitation used in the denominator of this
fraction will not be less than the Participant's Current Accrued Benefit. A
Participant's Current Accrued Benefit is the sum of the annual benefits under
such defined benefit plans which the Participant had accrued as of the end of
the 1986 Limitation Year (the last Limitation Year beginning before January
1, 1987), determined without regard to any change in the terms or conditions
of the Plan made after May 5, 1986, and without regard to any cost of living
adjustment occurring after May 5, 1986. This Current Accrued Benefit rule
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code Section 415 as in effect at the end of the
1986 Limitation Year.

       (k) "Defined contribution plan fraction" -

THE SUM, AS OF THE CLOSE OF THE LIMITATION YEAR, OF THE ANNUAL ADDITIONS
  TO THE PARTICIPANT'S ACCOUNT UNDER THE DEFINED CONTRIBUTION PLAN(S)
--------------------------------------------------------------------------------
  The sum of the lesser of the following amounts determined for the
Limitation Year and for each prior Year of Service with the Employer:(i) 125%
[subject to the "100% limitation" in paragraph (1)] of the dollar limitation in
effect under Code Section 415(c)(1)(A) for the Limitation Year (determined
without regard to the special dollar limitations for employee stock ownership
plans), or (ii) 35% of the Participant's Compensation for the Limitation Year

       For purposes of determining the defined contribution plan fraction,
the Advisory Committee will not recompute Annual Additions in Limitation
Years beginning prior to January 1, 1987, to treat all Employee contributions
as Annual Additions. If the Plan satisfied Code Section 415 for Limitation
Years beginning prior to January 1, 1987, the Advisory Committee will
redetermine the defined contribution plan fraction and the defined benefit
plan fraction as of the end of the 1986 Limitation Year, in accordance with
this Section 3.19. If the sum of the redetermined fractions exceeds 1.0, the
Advisory Committee will subtract permanently from the numerator of the
defined contribution plan fraction an amount equal to the product of (1) the
excess of the sum of the fractions over 1.0, times (2) the denominator of the
defined contribution plan fraction. In making the adjustment, the Advisory
Committee must disregard any accrued benefit under the defined benefit plan
which is in excess of the Current Accrued Benefit. This Plan continues any
transitional rules applicable to the determination of the defined
contribution plan fraction under the Employer's Plan as of the end of the
1986 Limitation Year.

       (l)    "100% LIMITATION." If the 100% limitation applies, the Advisory
Committee must determine the denominator of the defined benefit plan fraction
and the denominator of the defined contribution plan fraction by substituting
100% for 125%. If the Employer's Plan is a Standardized Plan, the 100%
limitation applies in all Limitation Years, subject to any override
provisions under Section 3.18 of the Employer's Adoption Agreement. If the
Employer overrides the 100% limitation under a Standardized Plan, the
Employer must specify in its Adoption Agreement the manner in which the Plan
satisfies the extra minimum benefit requirement of Code Section 416(h) and
the 100% limitation must continue to apply if the Plan's top heavy ratio
exceeds 90%. If the Employer's Plan is a Nonstandardized Plan, the 100%
limitation applies only if: (i) the Plan's top heavy ratio exceeds 90%; or
(ii) the Plan's top heavy ratio is greater than 60%, and the Employer does
not elect in its Adoption Agreement Section 3.18 to provide extra minimum
benefits which satisfy Code Section 416(h)(2).

                                     ARTICLE IV
                             PARTICIPANT CONTRIBUTIONS

       4.01   PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not
permit Participant nondeductible contributions unless the Employer maintains
its Plan under a Code Section 401(k) Adoption Agreement. If the Employer does
not maintain its Plan under a Code Section 401(k) Adoption Agreement and,
prior to the adoption of this Master Plan, the Plan accepted Participant
nondeductible contributions for a Plan Year beginning after December 31,
1986, those contributions must satisfy the requirements of Code Section
401(m). This Section 4.01 does not prohibit the Plan's acceptance of
Participant nondeductible contributions prior to the first Plan Year
commencing after the Plan Year in which the Employer adopts this Master Plan.

       4.02   PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A qualified Plan may not
accept Participant deductible contributions after April 15, 1987. If the
Employer's Plan includes Participant deductible contributions ("DECs") made
prior to April 16, 1987, the Advisory Committee must maintain a separate
accounting for the Participant's Accrued Benefit attributable to DECs,
including DECs which are part of a rollover contribution described in Section
4.03. The Advisory Committee will treat the accumulated DECs as part of the

                                       8

<PAGE>

Participant's Accrued Benefit for all purposes of the Plan, except for
purposes of determining the top heavy ratio under Section 1.33. The Advisory
Committee may not use DECs to purchase life insurance on the Participant's
behalf.

       4.03   PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the
Employer's written consent and after filing with the Trustee the form
prescribed by the Advisory Committee, may contribute cash or other property
to the Trust other than as a voluntary contribution if the contribution is a
"rollover contribution" which the Code permits an employee to transfer either
directly or indirectly from one qualified plan to another qualified plan.
Before accepting a rollover contribution, the Trustee may require an Employee
to furnish satisfactory evidence that the proposed transfer is in fact a
"rollover contribution" which the Code permits an employee to make to a
qualified plan. A rollover contribution is not an Annual Addition under Part
2 of Article III.

       The Trustee will invest the rollover contribution in a segregated
investment Account for the Participant's sole benefit unless the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee designation),
in its sole discretion, agrees to invest the rollover contribution as part of
the Trust Fund. The Trustee will not have any investment responsibility with
respect to a Participant's segregated rollover Account. The Participant,
however, from time to time, may direct the Trustee in writing as to the
investment of his segregated rollover Account in property, or property
interests, of any kind, real, personal or mixed; provided however, the
Participant may not direct the Trustee to make loans to his Employer. A
Participant's segregated rollover Account alone will bear any extraordinary
expenses resulting from investments made at the direction of the Participant.
As of the Accounting Date (or other valuation date) for each Plan Year, the
Advisory Committee will allocate and credit the net income (or net loss) from
a Participant's segregated rollover Account and the increase or decrease in
the fair market value of the assets of a segregated rollover Account solely
to that Account. The Trustee is not liable nor responsible for any loss
resulting to any Beneficiary, nor to any Participant, by reason of any sale
or investment made or other action taken pursuant to and in accordance with
the direction of the Participant. In all other respects, the Trustee will
hold, administer and distribute a rollover contribution in the same manner as
any Employer contribution made to the Trust.

       An eligible Employee, prior to satisfying the Plan's eligibility
conditions, may make a rollover contribution to the Trust to the same extent
and in the same manner as a Participant. If an Employee makes a rollover
contribution to the Trust prior to satisfying the Plan's eligibility
conditions, the Advisory Committee and Trustee must treat the Employee as a
Participant for all purposes of the Plan except the Employee is not a
Participant for purposes of sharing in Employer contributions or Participant
forfeitures under the Plan until he actually becomes a Participant in the
Plan. If the Employee has a Separation from Service prior to becoming a
Participant, the Trustee will distribute his rollover contribution Account to
him as if it were an Employer contribution Account.

       4.04   PARTICIPANT CONTRIBUTION-FORFEITABILITY. A Participant's
Accrued Benefit is, at all times, 100% Nonforfeitable to the extent the value
of his Accrued Benefit is derived from his Participant contributions
described in this Article IV.

       4.05   PARTICIPANT CONTRIBUTION-WITHDRAWAL/DISTRIBUTION. A
Participant, by giving prior written notice to the Trustee, may withdraw all
or any part of the value of his Accrued Benefit derived from his Participant
contributions described in this Article IV. A distribution of Participant
contributions must comply with the joint and survivor requirements described
in Article VI, if those requirements apply to the Participant. A Participant
may not exercise his right to withdraw the value of his Accrued Benefit
derived from his Participant contributions more than once during any Plan
Year. The Trustee, in accordance with the direction of the Advisory
Committee, will distribute a Participant's unwithdrawn Accrued Benefit
attributable to his Participant contributions in accordance with the
provisions of Article VI applicable to the distribution of the Participant's
Nonforfeitable Accrued Benefit.

       4.06   PARTICIPANT CONTRIBUTION-ACCRUED BENEFIT. The Advisory
Committee must maintain a separate Account(s) in the name of each Participant
to reflect the Participant's Accrued Benefit under the Plan derived from his
Participant contributions. A Participant's Accrued Benefit derived from his
Participant contributions as of any applicable date is the balance of his
separate Participant contribution Account(s).

                                     ARTICLE V
                              TERMINATION OF SERVICE-
                                PARTICIPANT VESTING

       5.01   NORMAL RETIREMENT AGE. The Employer must define Normal
Retirement Age in its Adoption Agreement. A Participant's Accrued Benefit
derived from Employer contributions is 100% Nonforfeitable upon and after his
attaining Normal Retirement Age (if employed by the Employer on or after that
date).

       5.02   PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its
Adoption Agreement to provide a Participant's Accrued Benefit derived from
Employer contributions will be 100% Nonforfeitable if the Participant's
Separation from Service is a result of his death or his disability.

       5.03   VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02,
for each Year of Service, a Participant's Nonforfeitable percentage of his
Accrued Benefit derived from Employer contributions equals the percentage in
the vesting schedule completed by the Employer in its Adoption Agreement.

(A)    ELECTION OF SPECIAL VESTING FORMULA. If the Trustee makes a
distribution (other than a cash-out distribution described in Section 5.04)
to a partially-vested Participant, and the Participant has not incurred a
Forfeiture Break in Service at the relevant time, the Advisory Committee will
establish a separate Account for the Participant's Accrued Benefit. At any
relevant time following the distribution, the Advisory Committee will
determine the Participant's Nonforfeitable Accrued Benefit derived from
Employer contributions in accordance with the following formula:
P[AB + (R x D)]- (R x D).

       To apply this formula, "P" is the Participant's current vesting
percentage at the relevant time, "AB" is the Participant's Employer-derived
Accrued Benefit at the relevant time, "R" is the ratio of "AB" to the
Participant's Employer-derived Accrued Benefit immediately following the
earlier distribution and "D" is the amount of the earlier distribution. If,
under a restated Plan, the Plan has made distribution to a partially-vested
Participant prior to its restated Effective Date and is unable to apply the
cash-out provisions of Section 5.04 to that prior distribution, this special
vesting formula also applies to that Participant's remaining Account. The
Employer, in an addendum to its Adoption Agreement, numbered Section 5.03,
may elect to modify this formula to read as follows: P(AB + D) - D.

       5.04   CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a
partially-vested Participant receives a cash-out distribution before he
incurs a Forfeiture Break in Service (as defined in Section 5.08), the
cash-out distribution will result in an immediate forfeiture of the nonvested
portion of the Participant's Accrued Benefit derived from Employer
contributions. See Section 5.09. A partially-vested Participant is a
Participant whose Nonforfeitable Percentage determined under Section 5.03 is
less than 100%. A cash-out distribution is a distribution of the entire
present value of the Participant's Nonforfeitable Accrued Benefit.

(A)    RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested
Participant who is reemployed by the Employer after receiving a cash-out
distribution of the Nonforfeitable percentage of his Accrued Benefit may
repay the Trustee the amount of the cash-out distribution attributable to
Employer contributions, unless the Participant no longer has a right to
restoration by reason of the conditions of this Section 5.04(A). If a
partially-vested Participant makes the cash-out distribution repayment, the
Advisory Committee, subject to the conditions of this Section 5.04(A), must
restore his Accrued Benefit attributable to Employer contributions to the
same dollar amount as the dollar amount of his Accrued Benefit on the
Accounting Date, or other valuation date, immediately preceding the date of
the cash-out distribution, unadjusted for any gains or losses occurring
subsequent to that Accounting Date, or other valuation date. Restoration of
the Participant's Accrued Benefit includes restoration of all Code Section
411(d)(6) protected benefits with respect to that restored Accrued Benefit,
in accordance with applicable Treasury regulations. The Advisory Committee
will not restore a reemployed Participant's Accrued Benefit under this
paragraph if:

       (1)    5 years have elapsed since the Participant's first reemployment
       date with the Employer following the cash-out distribution; or

       (2) The Participant incurred a Forfeiture Break in Service (as defined in
       Section 5.08). This condition also applies if the Participant makes
       repayment within the Plan Year in which he incurs the Forfeiture Break in
       Service and that Forfeiture Break in Service would result in a complete
       forfeiture of the amount the Advisory Committee otherwise would restore.

(B)    TIME AND METHOD OF RESTORATION. If neither of the two conditions
preventing restoration of the Participant's Accrued Benefit applies, the
Advisory Committee will restore the Participant's Accrued Benefit as of the
Plan Year Accounting Date coincident with or immediately following the
repayment. To restore the Participant's Accrued Benefit, the Advisory
Committee, to the extent necessary, will allocate to the Participant's
Account:

       (1)    First, the amount, if any, of Participant forfeitures the Advisory
       Committee would otherwise allocate under Section 3.05;

       (2)    Second, the amount, if any, of the Trust Fund net income or gain
       for the Plan Year; and

       (3)    Third, the Employer contribution for the Plan Year to the extent
       made under a discretionary formula.

       In an addendum to its Adoption Agreement numbered 5.04(B), the
Employer may eliminate as a means of restoration any of the amounts described
in clauses (1), (2) and (3) or may change the order of priority of these
amounts. To the

                                       9

<PAGE>

extent the amounts described in clauses (1), (2) and (3) are insufficient to
enable the Advisory Committee to make the required restoration, the Employer
must contribute, without regard to any requirement or condition of Section
3.01, the additional amount necessary to enable the Advisory Committee to
make the required restoration. If, for a particular Plan Year, the Advisory
Committee must restore the Accrued Benefit of more than one reemployed
Participant, then the Advisory Committee will make the restoration
allocations to each such Participant's Account in the same proportion that a
Participant's restored amount for the Plan Year bears to the restored amount
for the Plan Year of all reemployed Participants. The Advisory Committee will
not take into account any allocation under this Section 5.04 in applying the
limitation on allocations under Part 2 of Article III.

(C)    0% VESTED PARTICIPANT. The Employer must specify in its Adoption
Agreement whether the deemed cash-out rule applies to a 0% vested
Participant. A 0% vested Participant is a Participant whose Accrued Benefit
derived from Employer contributions is entirely forfeitable at the time of
his Separation from Service. If the Participant's Account is not entitled to
an allocation of Employer contributions for the Plan Year in which he has a
Separation from Service, the Advisory Committee will apply the deemed
cash-out rule as if the 0% vested Participant received a cash-out
distribution on the date of the Participant's Separation from Service. If the
Participant's Account is entitled to an allocation of Employer contributions
or Participant forfeitures for the Plan Year in which he has a Separation
from Service, the Advisory Committee will apply the deemed cash-out rule as
if the 0% vested Participant received a cash-out distribution on the first
day of the first Plan Year beginning after his Separation from Service. For
purposes of applying the restoration provisions of this Section 5.04, the
Advisory Committee will treat the 0% vested Participant as repaying his
cash-out "distribution" on the first date of his reemployment with the
Employer. If the deemed cash-out rule does not apply to the Employer's Plan,
a 0% vested Participant will not incur a forfeiture until he incurs a
Forfeiture Break in Service.

       5.05   SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory
Committee restores the Participant's Accrued Benefit, as described in Section
5.04, the Trustee will invest the cash-out amount the Participant has repaid
in a segregated Account maintained solely for that Participant. The Trustee
must invest the amount in the Participant's segregated Account in Federally
insured interest bearing savings account(s) or time deposit(s) (or a
combination of both), or in other fixed income investments. Until commingled
with the balance of the Trust Fund on the date the Advisory Committee
restores the Participant's Accrued Benefit, the Participant's segregated
Account remains a part of the Trust, but it alone shares in any income it
earns and it alone bears any expense or loss it incurs. Unless the repayment
qualifies as a rollover contribution, the Advisory Committee will direct the
Trustee to repay to the Participant as soon as is administratively
practicable the full amount of the Participant's segregated Account if the
Advisory Committee determines either of the conditions of Section 5.04(A)
prevents restoration as of the applicable Accounting Date, notwithstanding
the Participant's repayment.

       5.06   YEAR OF SERVICE--VESTING. For purposes of vesting under Section
5.03, Year of Service means any 12-consecutive month period designated in the
Employer's Adoption Agreement during which an Employee completes not less
than the number of Hours of Service (not exceeding 1,000) specified in the
Employer's Adoption Agreement. A Year of Service includes any Year of Service
earned prior to the Effective Date of the Plan, except as provided in Section
5.08.

       5.07   BREAK IN SERVICE--VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any vesting computation
period he does not complete more than 500 Hours of Service. If, pursuant to
Section 5.06, the Plan does not require more than 500 Hours of Service to
receive credit for a Year of Service, a Participant incurs a Break in Service
in a vesting computation period in which he fails to complete a Year of
Service.

       5.08   INCLUDED YEARS OF SERVICE--VESTING. For purposes of determining
"Years of Service" under Section 5.06, the Plan takes into account all Years
of Service an Employee completes with the Employer except:

       (a)    For the sole purpose of determining a Participant's Nonforfeitable
       percentage of his Accrued Benefit derived from Employer contributions
       which accrued for his benefit prior to a Forfeiture Break in Service, the
       Plan disregards any Year of Service after the Participant first incurs a
       Forfeiture Break in Service. The Participant incurs a Forfeiture Break in
       Service when he incurs 5 consecutive Breaks in Service.

       (b)    The Plan disregards any Year of Service excluded under the
       Employer's Adoption Agreement.

       The Plan does not apply the Break in Service rule under Code Section
411(a)(6)(B). Therefore, an Employee need not complete a Year of Service
after a Break in Service before the Plan takes into account the Employee's
otherwise includible Years of Service under this Article V.

       5.09   FORFEITURE OCCURS. A Participant's forfeiture, if any, of his
Accrued Benefit derived from Employer contributions occurs under the Plan on
the earlier of:

       (a)    The last day of the vesting computation period in which the
       Participant first incurs a Forfeiture Break in Service; or

       (b) The date the Participant receives a cash-out distribution.

       The Advisory Committee determines the percentage of a Participant's
Accrued Benefit forfeiture, if any, under this Section 5.09 solely by
reference to the vesting schedule of Section 5.03. A Participant does not
forfeit any portion of his Accrued Benefit for any other reason or cause
except as expressly provided by this Section 5.09 or as provided under
Section 9.14.

                                        ARTICLE VI
                          TIME AND METHOD OF PAYMENT OF BENEFITS

       6.01   TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section
6.03, the Participant or the Beneficiary elects in writing to a different
time or method of payment, the Advisory Committee will direct the Trustee to
commence distribution of a Participant's Nonforfeitable Accrued Benefit in
accordance with this Section 6.01. A Participant must consent, in writing, to
any distribution required under this Section 6.01 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution
to the Participant, exceeds $3,500 and the Participant has not attained the
later of Normal Retirement Age or age 62. Furthermore, the Participant's
spouse also must consent, in writing, to any distribution, for which Section
6.04 requires the spouse's consent. For all purposes of this Article VI, the
term "annuity starting date" means the first day of the first period for
which the Plan pays an amount as an annuity or in any other form. A
distribution date under this Article VI, unless otherwise specified within
the Plan, is the date or dates the Employer specifies in the Adoption
Agreement, or as soon as administratively practicable following that
distribution date. For purposes of the consent requirements under this
Article VI, if the present value of the Participant's Nonforfeitable Accrued
Benefit, at the time of any distribution, exceeds $3,500, the Advisory
Committee must treat that present value as exceeding $3,500 for purposes of
all subsequent Plan distributions to the Participant.

(A)    SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.

       (1)    PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING
$3,500. If the Participant's Separation from Service is for any reason other
than death, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in a lump sum, on the
distribution date the Employer specifies in the Adoption Agreement, but in no
event later than the 60th day following the close of the Plan Year in which
the Participant attains Normal Retirement Age. If the Participant has
attained Normal Retirement Age at the time of his Separation from Service,
the distribution under this paragraph will occur no later than the 60th day
following the close of the Plan Year in which the Participant's Separation
from Service occurs.

       (2)    PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. If
the Participant's Separation from Service is for any reason other than death,
the Advisory Committee will direct the Trustee to commence distribution of
the Participant's Nonforfeitable Accrued Benefit in a form and at the time
elected by the Participant, pursuant to Section 6.03. In the absence of an
election by the Participant, the Advisory Committee will direct the Trustee
to distribute the Participant's Nonforfeitable Accrued Benefit in a lump sum
(or, if applicable, the normal annuity form of distribution required under
Section 6.04), on the 60th day following the close of the Plan Year in which
the latest of the following events occurs: (a) the Participant attains Normal
Retirement Age; (b) the Participant attains age 62; or (c) the Participant's
Separation from Service.

       (3)    DISABILITY. If the Participant's Separation from Service is
because of his disability, the Advisory Committee will direct the Trustee to
pay the Participant's Nonforfeitable Accrued Benefit in lump sum, on the
distribution date the Employer specifies in the Adoption Agreement, subject
to the notice and consent requirements of this Article VI and subject to the
applicable mandatory commencement dates described in Paragraphs (1) and (2).

       (4)    HARDSHIP. Prior to the time at which the Participant may
receive distribution under Paragraphs (1), (2) or (3), the Participant may
request a distribution from his Nonforfeitable Accrued Benefit in an amount
necessary to satisfy a hardship, if the Employer elects in the Adoption
Agreement to permit hardship distributions. Unless the Employer elects
otherwise in the Adoption Agreement, a hardship distribution must be on
account of any of the following: (a) medical expenses; (b) the purchase
(excluding mortgage payments) of the Participant's principal residence; (c)
post-secondary education tuition, for the next semester or quarter, for the
Participant or for the Participant's spouse, children or dependents; (d) to
prevent the eviction of the Participant from his principal residence or the
foreclosure on the mortgage of the Participant's principal residence; (e)
funeral expenses of the Participant's family member; or (f) the Participant's
disability. A partially-vested Participant may not receive a hardship
distribution described in this Paragraph (A)(4) prior to incurring a
Forfeiture Break in Service, unless the hardship distribution is a cash-out
distribution (as defined in Article V). The Advisory Committee will direct
the Trustee to make the hardship distribution as soon as administratively
practicable after the Participant makes a valid request for the hardship
distribution.

(B)    REQUIRED BEGINNING DATE. If any distribution commencement date
described under Paragraph (A) of this Section 6.01, either by Plan provision


                                          10
<PAGE>

or by Participant election (or nonelection), is later than the Participant's
Required Beginning Date, the Advisory Committee instead must direct the
Trustee to make distribution on the Participant's Required Beginning Date,
subject to the transitional election, if applicable, under Section 6.03(D). A
Participant's Required Beginning Date is the April 1 following the close of
the calendar year in which the Participant attains age 70 1/2. However, if the
Participant, prior to incurring a Separation from Service, attained age 70 1/2
by January 1, 1988, and, for the five Plan Year period ending in the calendar
year in which he attained age 70 1/2 and for all subsequent years, the
Participant was not a more than 5% owner, the Required Beginning Date is the
April 1 following the close of the calendar year in which the Participant
separates from Service or, if earlier, the April 1 following the close of the
calendar year in which the Participant becomes a more than 5% owner.
Furthermore, if a Participant who was not a more than 5% owner attained age
70 1/2 during 1988 and did not incur a Separation from Service prior to January
1, 1989, his Required Beginning Date is April 1, 1990. A mandatory
distribution at the Participant's Required Beginning Date will be in lump sum
(or, if applicable, the normal annuity form of distribution required under
Section 6.04) unless the Participant, pursuant to the provisions of this
Article VI, makes a valid election to receive an alternative form of payment.

(C)    DEATH OF THE PARTICIPANT. The Advisory Committee will direct the
Trustee, in accordance with this Section 6.01(C), to distribute to the
Participant's Beneficiary the Participant's Nonforfeitable Accrued Benefit
remaining in the Trust at the time of the Participant's death. Subject to the
requirements of Section 6.04, the Advisory Committee will determine the death
benefit by reducing the Participant's Nonforfeitable Accrued Benefit by any
security interest the Plan has against that Nonforfeitable Accrued Benefit by
reason of an outstanding Participant loan.

       (1)   DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT
EXCEED $3,500. The Advisory Committee, subject to the requirements of Section
6.04, must direct the Trustee to distribute the deceased Participant's
Nonforfeitable Accrued Benefit in a single sum, as soon as administratively
practicable following the Participant's death or, if later, the date on which
the Advisory Committee receives notification of or otherwise confirms the
Participant's death.

       (2)   DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
$3,500. The Advisory Committee will direct the Trustee to distribute the
deceased Participant's Nonforfeitable Accrued Benefit at the time and in the
form elected by the Participant or, if applicable by the Beneficiary, as
permitted under this Article VI. In the absence of an election, subject to the
requirements of Section 6.04, the Advisory Committee will direct the Trustee
to distribute the Participant's undistributed Nonforfeitable Accrued Benefit
in a lump sum on the first distribution date following the close of the Plan
Year in which the Participant's death occurs or, if later, the first
distribution date following the date the Advisory Committee receives
notification of or otherwise confirms the Participant's death.

       If the death benefit is payable in full to the Participant's surviving
spouse, the surviving spouse, in addition to the distribution options provided
in this Section 6.01(C), may elect distribution at any time or in any form
(other than a joint and survivor annuity) this Article VI would permit for a
Participant.

       6.02  METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity
distribution requirements, if any, prescribed by Section 6.04, and any
restrictions prescribed by Section 6.03, a Participant or Beneficiary may
elect distribution under one, or any combination, of the following methods:
(a) by payment in a lump sum; or (b) by payment in monthly, quarterly or
annual installments over a fixed reasonable period of time, not exceeding the
life expectancy of the Participant, or the joint life and last survivor
expectancy of the Participant and his Beneficiary. The Employer may elect in
its Adoption Agreement to modify the methods of payment available under this
Section 6.02.

       The distribution options permitted under this Section 6.02 are
available only if the present value of the Participant Nonforfeitable Accrued
Benefit, at the time of the distribution to the Participant, exceeds $3,500.
To facilitate installment payments under this Article VI, the Advisory
Committee may direct the Trustee to segregate all or any part of the
Participant's Accrued Benefit in a separate Account. The Trustee will invest
the Participant's segregated Account in Federally insured interest bearing
savings account(s) or time deposit(s) (or a combination of both), or in other
fixed income investments. A segregated Account remains a part of the Trust,
but it alone shares in any income it earns, and it alone bears any expense or
loss it incurs. A Participant or Beneficiary may elect to receive an
installment distribution in the form of a Nontransferable Annuity Contract.
Under an installment distribution, the Participant or Beneficiary, at any
time, may elect to accelerate the payment of all, or any portion, of the
Participant's unpaid Nonforfeitable Accrued Benefit, subject to the
requirements of Section 6.04.

(A)    MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The Advisory
Committee may not direct the Trustee to distribute the Participant's
Nonforfeitable Accrued Benefit, nor may the Participant elect to have the
Trustee distribute his Nonforfeitable Accrued Benefit, under a method of
payment which, as of the Required Beginning Date, does not satisfy the minimum
distribution requirements under Code Section 401(a)(9) and the applicable
Treasury regulations. The minimum distribution for a calendar year equals the
Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding the beginning of the calendar year divided by the Participant's life
expectancy or, if applicable, the joint and last survivor expectancy of the
Participant and his designated Beneficiary (as determined under Article VIII,
subject to the requirements of the Code Section 401(a)(9) regulations). The
Advisory Committee will increase the Participant's Nonforfeitable Accrued
Benefit, as determined on the relevant valuation date, for contributions or
forfeitures allocated after the valuation date and by December 31 of the
valuation calendar year, and will decrease the valuation by distributions made
after the valuation date and by December 31 of the valuation calendar year.
For purposes of this valuation, the Advisory Committee will treat any portion
of the minimum distribution for the first distribution calendar year made
after the close of that year as a distribution occurring in that first
distribution calendar year. In computing a minimum distribution, the Advisory
Committee must use the unisex life expectancy multiples under Treas. Reg.
Section 1.72-9. The Advisory Committee, only upon the Participant's written
request, will compute the minimum distribution for a calendar year subsequent
to the first calendar year for which the Plan requires a minimum distribution
by redetermining the applicable life expectancy. However, the Advisory
Committee may not redetermine the joint life and last survivor expectancy of
the Participant and a nonspouse designated Beneficiary in a manner which takes
into account any adjustment to a life expectancy other than the Participant's
life expectancy.

       If the Participant's spouse is not his designated Beneficiary, a method
of payment to the Participant (whether by Participant election or by Advisory
Committee direction) may not provide more than incidental benefits to the
Beneficiary. For Plan Years beginning after December 31, 1988, the Plan must
satisfy the minimum distribution incidental benefit ("MDIB") requirement in
the Treasury regulations issued under Code Section 401(a)(9) for distributions
made on or after the Participant's Required Beginning Date and before the
Participant's death. To satisfy the MDIB requirement, the Advisory Committee
will compute the minimum distribution required by this Section 6.02(A) by
substituting the applicable MDIB divisor for the applicable life expectancy
factor, if the MDIB divisor is a lesser number. Following the Participant's
death, the Advisory Committee will compute the minimum distribution required
by this Section 6.02(A) solely on the basis of the applicable life expectancy
factor and will disregard the MDIB factor. For Plan Years beginning prior to
January 1, 1989, the Plan satisfies the incidental benefits requirement if the
distributions to the Participant satisfied the MDIB requirement or if the
present value of the retirement benefits payable solely to the Participant is
greater than 50% of the present value of the total benefits payable to the
Participant and his Beneficiaries. The Advisory Committee must determine
whether benefits to the Beneficiary are incidental as of the date the Trustee
is to commence payment of the retirement benefits to the Participant, or as of
any date the Trustee redetermines the payment period to the Participant.

       The minimum distribution for the first distribution calendar year is
due by the Participant's Required Beginning Date. The minimum distribution for
each subsequent distribution calendar year, including the calendar year in
which the Participant's Required Beginning Date occurs, is due by December 31
of that year. If the Participant receives distribution in the form of a
Nontransferable Annuity Contract, the distribution satisfies this Section
6.02(A) if the contract complies with the requirements of Code Section
401(a)(9) and the applicable Treasury regulations.

(B)    MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of
distribution to the Participant's Beneficiary must satisfy Code Section
401(a)(9) and the applicable Treasury regulations. If the Participant's death
occurs after his Required Beginning Date or, if earlier, the date the
Participant commences an irrevocable annuity pursuant to Section 6.04, the
method of payment to the Beneficiary must provide for completion of payment
over a period which does not exceed the payment period which had commenced for
the Participant. If the Participant's death occurs prior to his Required
Beginning Date, and the Participant had not commenced an irrevocable annuity
pursuant to Section 6.04, the method of payment to the Beneficiary, subject to
Section 6.04, must provide for completion of payment to the Beneficiary over a
period not exceeding: (i) 5 years after the date of the Participant's death;
or (ii) if the Beneficiary is a designated Beneficiary, the designated
Beneficiary's life expectancy. The Advisory Committee may not direct payment
of the Participant's Nonforfeitable Accrued Benefit over a period described in
clause (ii) unless the Trustee will commence payment to the designated
Beneficiary no later than the December 31 following the close of the calendar
year in which the Participant's death occurred or, if later, and the
designated Beneficiary is the Participant's surviving spouse, December 31 of
the calendar year in which the Participant would have attained age 70 1/2. If
the Trustee will make distribution in accordance with clause (ii), the minimum
distribution for a calendar year equals the Participant's Nonforfeitable
Accrued Benefit as of the latest valuation date preceding the beginning of the
calendar year divided by the designated Beneficiary's life expectancy. The
Advisory Committee must use the unisex life expectancy multiples under Treas.
Reg. Section 1.72-9 for purposes of applying this paragraph. The Advisory
Committee, only upon the written request of the Participant or of the
Participant's surviving spouse, will recalculate the life expectancy of the
Participant's surviving spouse not more frequently than annually, but may not
recalculate the life expectancy of a nonspouse designated Beneficiary after
the Trustee commences payment to the designated Beneficiary. The Advisory
Committee will apply this paragraph by treating any amount paid to the
Participant's child, which becomes payable to the Participant's surviving
spouse upon the child's attaining the age of


                                          11

<PAGE>

majority, as paid to the Participant's surviving spouse. Upon the
Beneficiary's written request, the Advisory Committee must direct the Trustee
to accelerate payment of all, or any portion, of the Participant's unpaid
Accrued Benefit, as soon as administratively practicable following the
effective date of that request.

       6.03  BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not
later than 30 days, before the Participant's annuity starting date, the
Advisory Committee must provide a benefit notice to a Participant who is
eligible to make an election under this Section 6.03. The benefit notice must
explain the optional forms of benefit in the Plan, including the material
features and relative values of those options, and the Participant's right to
defer distribution until he attains the later of Normal Retirement Age or age
62.

       If a Participant or Beneficiary makes an election prescribed by this
Section 6.03, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the requirements of Section
6.02 and of Section 6.04. The Participant or Beneficiary must make an election
under this Section 6.03 by filing his election with the Advisory Committee at
any time before the Trustee otherwise would commence to pay a Participant's
Accrued Benefit in accordance with the requirements of Article VI.

(A)    PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. If the present
value of a Participant's Nonforfeitable Accrued Benefit exceeds $3,500, he may
elect to have the Trustee commence distribution as of any distribution date
permitted under the Employer's Adoption Agreement Section 6.03. The
Participant may reconsider an election at any time prior to the annuity
starting date and elect to commence distribution as of any other distribution
date permitted under the Employer's Adoption Agreement Section 6.03. If the
Participant is partially-vested in his Accrued Benefit, an election under this
Paragraph (A) to distribute prior to the Participant's incurring a Forfeiture
Break in Service (as defined in Section 5.08), must be in the form of a
cash-out distribution (as defined in Article V). A Participant may not receive
a cash-out distribution if, prior to the time the Trustee actually makes the
cash-out distribution, the Participant returns to employment with the
Employer. Following his attainment of Normal Retirement Age, a Participant who
has separated from Service may elect distribution as of any distribution date,
irrespective of the elections under Adoption Agreement Section 6.03.

(B)    PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. The Employer
must specify in its Adoption Agreement the distribution election rights, if
any, a Participant has prior to his Separation from Service. A Participant
must make an election under this Section 6.03(B) on a form prescribed by the
Advisory Committee at any time during the Plan Year for which his election is
to be effective. In his written election, the Participant must specify the
percentage or dollar amount he wishes the Trustee to distribute to him. The
Participant's election relates solely to the percentage or dollar amount
specified in his election form and his right to elect to receive an amount, if
any, for a particular Plan Year greater than the dollar amount or percentage
specified in his election form terminates on the Accounting Date. The Trustee
must make a distribution to a Participant in accordance with his election
under this Section 6.03(B) within the 90 day period (or as soon as
administratively practicable) after the Participant files his written election
with the Trustee. The Trustee will distribute the balance of the Participant's
Accrued Benefit not distributed pursuant to his election(s) in accordance with
the other distribution provisions of this Plan.

(C)    DEATH BENEFIT ELECTIONS. If the present value of the deceased
Participant's Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's
Beneficiary may elect to have the Trustee distribute the Participant's
Nonforfeitable Accrued Benefit in a form and within a period permitted under
Section 6.02. The Beneficiary's election is subject to any restrictions
designated in writing by the Participant and not revoked as of his date of
death.

(D)    TRANSITIONAL ELECTIONS. Notwithstanding the provisions of Sections 6.01
and 6.02, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984, the Advisory Committee must distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with that
designation, subject however, to the survivor requirements, if applicable, of
Sections 6.04, 6.05 and 6.06. This Section 6.03(D) does not apply to a
pre-1984 distribution designation, and the Advisory Committee will not comply
with that designation, if any of the following applies: (1) the method of
distribution would have disqualified the Plan under Code Section 401(a)(9) as
in effect on December 31, 1983; (2) the Participant did not have an Accrued
Benefit as of December 31, 1983; (3) the distribution designation does not
specify the timing and form of the distribution and the death Beneficiaries
(in order of priority); (4) the substitution of a Beneficiary modifies the
payment period of the distribution; or, 5) the Participant (or Beneficiary)
modifies or revokes the distribution designation. In the event of a
revocation, the Plan must distribute, no later than December 31 of the
calendar year following the year of revocation, the amount which the
Participant would have received under Section 6.02(A) if the distribution
designation had not been in effect or, if the Beneficiary revokes the
distribution designation, the amount which the Beneficiary would have received
under Section 6.02(B) if the distribution designation had not been in effect.
The Advisory Committee will apply this Section 6.03(D) to rollovers and
transfers in accordance with Part J of the Code Section 401(a)(9) Treasury
regulations.

       6.04  ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

(A)    JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the
Trustee to distribute a married or unmarried Participant's Nonforfeitable
Accrued Benefit in the form of a qualified joint and survivor annuity, unless
the Participant makes a valid waiver election (described in Section 6.05)
within the 90 day period ending on the annuity starting date. If, as of the
annuity starting date, the Participant is married, a qualified joint and
survivor annuity is an immediate annuity which is purchasable with the
Participant's Nonforfeitable Accrued Benefit and which provides a life annuity
for the Participant and a survivor annuity payable for the remaining life of
the Participant's surviving spouse equal to 50% of the amount of the annuity
payable during the life of the Participant. If, as of the annuity starting
date, the Participant is not married, a qualified joint and survivor annuity
is an immediate life annuity for the Participant which is purchasable with the
Participant's Nonforfeitable Accrued Benefit. On or before the annuity
starting date, the Advisory Committee, without Participant or spousal consent,
must direct the Trustee to pay the Participant's Nonforfeitable Accrued
Benefit in a lump sum, in lieu of a qualified joint and survivor annuity, in
accordance with Section 6.01, if the Participant's Nonforfeitable Accrued
Benefit is not greater than $3,500. This Section 6.04(A) applies only to a
Participant who has completed at least one Hour of Service with the Employer
after August 22, 1984.

(B)    PRERETIREMENT SURVIVOR ANNUITY. If a married Participant dies prior to
his annuity starting date, the Advisory Committee will direct the Trustee to
distribute a portion of the Participant's Nonforfeitable Accrued Benefit to
the Participant's surviving spouse in the form of a preretirement survivor
annuity, unless the Participant has a valid waiver election (as described in
Section 6.06) in effect, or unless the Participant and his spouse were not
married throughout the one year period ending on the date of his death. A
preretirement survivor annuity is an annuity which is purchasable with 50% of
the Participant's Nonforfeitable Accrued Benefit (determined as of the date of
the Participant's death) and which is payable for the life of the
Participant's surviving spouse. The value of the preretirement survivor
annuity is attributable to Employer contributions and to Employee
contributions in the same proportion as the Participant's Nonforfeitable
Accrued Benefit is attributable to those contributions. The portion of the
Participant's Nonforfeitable Accrued Benefit not payable under this paragraph
is payable to the Participant's Beneficiary, in accordance with the other
provisions of this Article VI. If the present value of the preretirement
survivor annuity does not exceed $3,500, the Advisory Committee, on or before
the annuity starting date, must direct the Trustee to make a lump sum
distribution to the Participant's surviving spouse, in lieu of a preretirement
survivor annuity. This Section 6.04(B) applies only to a Participant who dies
after August 22, 1984, and either (i) completes at least one Hour of Service
with the Employer after August 22, 1984, or (ii) separated from Service with
at least 10 Years of Service (as defined in Section 5.06) and completed at
least one Hour of Service with the Employer in a Plan Year beginning after
December 31, 1975.

(C)    SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect
to have the Trustee commence payment of the preretirement survivor annuity at
any time following the date of the Participant's death, but not later than the
mandatory distribution periods described in Section 6.02, and may elect any of
the forms of payment described in Section 6.02, in lieu of the preretirement
survivor annuity. In the absence of an election by the surviving spouse, the
Advisory Committee must direct the Trustee to distribute the preretirement
survivor annuity on the first distribution date following the close of the
Plan Year in which the latest of the following events occurs: (i) the
Participant's death; (ii) the date the Advisory Committee receives
notification of or otherwise confirms the Participant's death; (iii) the date
the Participant would have attained Normal Retirement Age; or (iv) the date
the Participant would have attained age 62.

(D)    SPECIAL RULES. If the Participant has in effect a valid waiver election
regarding the qualified joint and survivor annuity or the preretirement
survivor annuity, the Advisory Committee must direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with Sections
6.01, 6.02 and 6.03. The Advisory Committee will reduce the Participant's
Nonforfeitable Accrued Benefit by any security interest (pursuant to any
offset rights authorized by Section 10.03[E]) held by the Plan by reason of a
Participant loan to determine the value of the Participant's Nonforfeitable
Accrued Benefit distributable in the form of a qualified joint and survivor
annuity or preretirement survivor annuity, provided any post-August 18, 1985,
loan satisfied the spousal consent requirement described in Section l0.03[E]
of the Plan. For purposes of applying this Article VI, the Advisory Committee
treats a former spouse as the Participant's spouse or surviving spouse to the
extent provided under a c1ualified domestic relations order described in
Section 6.07. The provisions of this Section 6.04, and of Sections 6.05 and
6.06, apply separately to the portion of the Participant's Nonforfeitable
Accrued Benefit subject to the qualified domestic relations order and to the
portion of the Participant's Nonforfeitable Accrued Benefit not subject to
that order.

(E)    PROFIT SHARING PLAN ELECTION. If this Plan is a profit sharing plan,
the Employer must elect the extent to which the preceding provisions of
Section 6.04 apply. If the Employer elects to apply this Section 6.04 only to
a Participant described in this Section 6.04(E), the preceding provisions of
this


                                          12

<PAGE>

Section 6.04 apply only to the following Participants: (1) a Participant as
respects whom the Plan is a direct or indirect transferee from a plan subject
to the Code Section 417 requirements and the Plan received the transfer after
December 31, 1984, unless the transfer is an elective transfer described in
Section 13.06; (2) a Participant who elects a life annuity distribution (if
Section 6.02 or Section 13.02 of the Plan requires the Plan to provide a life
annuity distribution option); and (3) a Participant whose benefits under a
defined benefit plan maintained by the Employer are offset by benefits
provided under this Plan. If the Employer elects to apply this Section 6.04 to
all Participants. the preceding provisions of this Section 6.04 apply to all
Participants described in the first two paragraphs of this Section 6.04,
without regard to the limitations of this Section 6.04(E). Sections 6.05 and
6.06 only apply to Participants to whom the preceding provisions of this
Section 6.04 apply.

       6.05  WAIVER ELECTION-QUALIFIED JOINT AND SURVIVOR ANNUITY.  Not
earlier than 90 days, but not later than 30 days, before the Participant's
annuity starting date, the Advisory Committee must provide the Participant a
written explanation of the terms and conditions of the qualified joint and
survivor annuity, the Participant's right to make, and the effect of, an
election to waive the joint and survivor form of benefit, the rights of the
Participant's spouse regarding the waiver election and the Participant's right
to make, and the effect of, a revocation of a waiver election. The Plan does
not limit the number of times the Participant may revoke a waiver of the
qualified joint and survivor annuity or make a new waiver during the election
period.

       A married Participant's waiver election is not valid unless (a) the
Participant's spouse (to whom the survivor annuity is payable under the
qualified joint and survivor annuity), after the Participant has received the
written explanation described in this Section 6.05, has consented in writing
to the waiver election, the spouse's consent acknowledges the effect of the
election, and a notary public or the Plan Administrator (or his
representative) witnesses the spouses consent, (b) the spouse consents to the
alternate form of payment designated by the Participant or to any change in
that designated form of payment, and (c) unless the spouse is the
Participant's sole primary Beneficiary, the spouse consents to the
Participant's Beneficiary designation or to any change in the Participant's
Beneficiary designation. The spouse's consent to a waiver of the qualified
joint and survivor annuity is irrevocable, unless the Participant revokes the
waiver election. The spouse may execute a blanket consent to any form of
payment designation or to any Beneficiary designation made by the Participant,
if the spouse acknowledges the right to limit that consent to a specific
designation but, in writing, waives that right. The consent requirements of
this Section 6.05 apply to a former spouse of the Participant, to the extent
required under a qualified domestic relations order described in Section 6.07.

       The Advisory Committee will accept as valid a waiver election which
does not satisfy the spousal consent requirements if the Advisory Committee
establishes the Participant does not have a spouse, the Advisory Committee is
not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of State law) and the
Participant has a court order to that effect, or other circumstances exist
under which the Secretary of the Treasury will excuse the consent requirement.
If the Participant's spouse is legally incompetent to give consent, the
spouse's legal guardian (even if the guardian is the Participant) may give
consent.

       6.06  WAIVER ELECTION-PRERETIREMENT SURVIVOR ANNUITY. The Advisory
Committee must provide a written explanation of the preretirement survivor
annuity to each married Participant, within the following period which ends
last: (1) the period beginning on the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year in
which the Participant attains age 34; (2) a reasonable period after an
Employee becomes a Participant; (3) a reasonable period after the joint and
survivor rules become applicable to the Participant; or (4) a reasonable
period after a fully subsidized preretirement survivor annuity no longer
satisfies the requirements for a fully subsidized benefit. A reasonable period
described in clauses (2), (3) and (4) is the period beginning one year before
and ending one year after the applicable event. If the Participant separates
from Service before attaining age 35, clauses (1), (2), (3) and (4) do not
apply and the Advisory Committee must provide the written explanation within
the period beginning one year before and ending one year after the Separation
from Service. The written explanation must describe, in a manner consistent
with Treasury regulations, the terms and conditions of the preretirement
survivor annuity comparable to the explanation of the qualified joint and
survivor annuity required under Section 6.05. The Plan does not limit the
number of times the Participant may revoke a waiver of the preretirement
survivor annuity or make a new waiver during the election period.

       A Participant's waiver election of the preretirement survivor annuity
is not valid unless (a) the Participant makes the waiver election no earlier
than the first day of the Plan Year in which he attains age 35 and (b) the
Participant's spouse (to whom the preretirement survivor annuity is payable)
satisfies the consent requirements described in Section 6.05, except the
spouse need not consent to the form of benefit payable to the designated
Beneficiary. The spouse's consent to the waiver of the preretirement survivor
annuity is irrevocable, unless the Participant revokes the waiver election.
Irrespective of the time of election requirement described in clause (a), if
the Participant separates from Service prior to the first day of the Plan Year
in which he attains age 35, the Advisory Committee will accept a waiver
election as respects the Participant's Accrued Benefit attributable to his
Service prior to his Separation from Service. Furthermore, if a Participant
who has not separated from Service makes a valid waiver election, except for
the timing requirement of clause (a), the Advisory Committee will accept that
election as valid, but only until the first day of the Plan Year in which the
Participant attains age 35. A waiver election described in this paragraph is
not valid unless made after the Participant has received the written
explanation described in this Section 6.06.

       6.07  DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained
in this Plan prevents the Trustee, in accordance with the direction of the
Advisory Committee, from complying with the provisions of a qualified domestic
relations order [as defined in Code Section 414(p)]. This Plan specifically
permits distribution to an alternate payee under a qualified domestic
relations order at any time, irrespective of whether the Participant has
attained his earliest retirement age [as defined under Code Section 414(p)]
under the Plan. A distribution to an alternate payee prior to the
Participant's attainment of earliest retirement age is available only if: (1)
the order specifies distribution at that time or permits an agreement between
the Plan and the alternate payee to authorize an earlier distribution; and (2)
if the present value of the alternate payee's benefits under the Plan exceeds
$3,500, and the order requires, the alternate payee consents to any
distribution occurring prior to the Participant's attainment of earliest
retirement age. The Employer, in an addendum to its Adoption Agreement
numbered 6.07, may elect to limit distribution to an alternate payee only when
the Participant has attained his earliest retirement age under the Plan.
Nothing in this Section 6.07 gives a Participant a right to receive
distribution at a time otherwise not permitted under the Plan nor does it
permit the alternate payee to receive a form of payment not otherwise
permitted under the Plan.

       The Advisory Committee must establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Advisory Committee promptly will notify the
Participant and any alternate payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Advisory Committee must determine the qualified
status of the order and must notify the Participant and each alternate payee,
in writing, of its determination. The Advisory Committee must provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations.

       If any portion of the Participant's Nonforfeitable Accrued Benefit is
payable during the period the Advisory Committee is making its determination
of the qualified status of the domestic relations order, the Advisory
Committee must make a separate accounting of the amounts payable. If the
Advisory Committee determines the order is a qualified domestic relations
order within 18 months of the date amounts first are payable following receipt
of the order, the Advisory Committee will direct the Trustee to distribute the
payable amounts in accordance with the order. If the Advisory Committee does
not make its determination of the qualified status of the order within the
18-month determination period, the Advisory Committee will direct the Trustee
to distribute the payable amounts in the manner the Plan would distribute if
the order did not exist and will apply the order prospectively if the Advisory
Committee later determines the order is a qualified domestic relations order.

       To the extent it is not inconsistent with the provisions of the
qualified domestic relations order, the Advisory Committee may direct the
Trustee to invest any partitioned amount in a segregated subaccount or
separate account and to invest the account in Federally insured,
interest-bearing savings account(s) or time deposit(s) (or a combination of
both), or in other fixed income investments. A segregated subaccount remains a
part of the Trust, but it alone shares in any income it earns, and it alone
bears any expense or loss it incurs. The Trustee will make any payments or
distributions required under this Section 6.07 by separate benefit checks or
other separate distribution to the alternate payee(s).


                                    ARTICLE VII
                         EMPLOYER ADMINISTRATWE PROVISIONS

       7.01  INFORMATION TO COMMITTEE. The Employer must supply current
information to the Advisory Committee as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service and date
of termination of employment of each Employee who is, or who will be eligible
to become, a Participant under the Plan, together with any other information
which the Advisory Committee considers necessary. The Employer's records as to
the current information the Employer furnishes to the Advisory Committee are
conclusive as to all persons.

       7.02  NO LIABILITY. The Employer assumes no obligation or
responsibility to any of its Employees, Participants or Beneficiaries for any
act of, or failure to act, on the part of its Advisory Committee (unless the
Employer is the Advisory Committee), the Trustee, the Custodian, if any, or
the Plan Administrator (unless the Employer is the Plan Administrator).

       7.03  INDEMNITY OF CERTAIN FIDUCIARIES. The Employer indemnifies


                                          13

<PAGE>

and saves harmless the Plan Administrator and the members of the Advisory
Committee, and each of them, from and against any and all loss resulting from
liability to which the Plan Administrator and the Advisory Committee, or the
members of the Advisory Committee, may be subjected by reason of any act or
conduct (except willful misconduct or gross negligence) in their official
capacities in the administration of this Trust or Plan or both, including all
expenses reasonably incurred in their defense, in case the Employer fails to
provide such defense. The indemnification provisions of this Section 7.03 do
not relieve the Plan Administrator or any Advisory Committee member from any
liability he may have under ERISA for breach of a fiduciary duty. Furthermore,
the Plan Administrator and the Advisory Committee members and the Employer may
execute a letter agreement further delineating the indemnification agreement
of this Section 7.03, provided the letter agreement must be consistent with
and does not violate ERISA. The indemnification provisions of this Section
7.03 extend to the Trustee (or to a Custodian, if any) solely to the extent
provided by a letter agreement executed by the Trustee (or Custodian) and the
Employer.

       7.04  EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to
direct the Trustee with respect to the investment and reinvestment of assets
comprising the Trust Fund only if the Trustee consents in writing to permit
such direction. If the Trustee consents to Employer direction of investment,
the Trustee and the Employer must execute a letter agreement as a part of this
Plan containing such conditions, limitations and other provisions they deem
appropriate before the Trustee will follow any Employer direction as respects
the investment or reinvestment of any part of the Trust Fund.

       7.05  AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the
right to amend the vesting schedule at any time, the Advisory Committee will
not apply the amended vesting schedule to reduce the Nonforfeitable percentage
of any Participant's Accrued Benefit derived from Employer contributions
(determined as of the later of the date the Employer adopts the amendment, or
the date the amendment becomes effective) to a percentage less than the
Nonforfeitable percentage computed under the Plan without regard to the
amendment. An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one Hour of Service after the new
schedule becomes effective.

       If the Employer makes a permissible amendment to the vesting schedule,
each Participant having at least 3 Years of Service with the Employer may
elect to have the percentage of his Nonforfeitable Accrued Benefit computed
under the Plan without regard to the amendment. For Plan Years beginning prior
to January 1, 1989, the election described in the preceding sentence applies
only to Participants having at least 5 Years of Service with the Employer. The
Participant must file his election with the Advisory Committee within 60 days
of the latest of(a) the Employer's adoption of the amendment; (b) the
effective date of the amendment; or (c) his receipt of a copy of the
amendment. The Advisory Committee, as soon as practicable, must forward a true
copy of any amendment to the vesting schedule to each affected Participant,
together with an explanation of the effect of the amendment, the appropriate
form upon which the Participant may make an election to remain under the
vesting schedule provided under the Plan prior to the amendment and notice of
the time within which the Participant must make an election to remain under
the prior vesting schedule. The election described in this Section 7.05 does
not apply to a Participant if the amended vesting schedule provides for
vesting at least as rapid at all times as the vesting schedule in effect prior
to the amendment. For purposes of this Section 7.05, an amendment to the
vesting schedule includes any Plan amendment which directly or indirectly
affects the computation of the Nonforfeitable percentage of an Employee's
rights to his Employer derived Accrued Benefit. Furthermore, the Advisory
Committee must treat any shift in the vesting schedule, due to a change in the
Plan's top heavy status, as an amendment to the vesting schedule for purposes
of this Section 7.05.


                                     ARTICLE VIII
                        PARTICIPANT ADMINISTRATIVE PROVISIONS

       8.01  BENEFICIARY DESIGNATION. Any Participant may from time to time
designate, in writing, any person or persons, contingently or successively, to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any
life insurance proceeds payable to the Participant's Account) in the event of
his death and the Participant may designate the form and method of payment.
The Advisory Committee will prescribe the form for the written designation of
Beneficiary and, upon the Participant's filing the form with the Advisory
Committee, the form effectively revokes all designations filed prior to that
date by the same Participant.

(A)    COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor
requirements of Article VI apply to the Participant, this Section 8.01 does
not impose any special spousal consent requirements on the Participant's
Beneficiary designation. However, in the absence of spousal consent (as
required by Article VI) to the Participant's Beneficiary designation: (1) any
waiver of the joint and survivor annuity or of the preretirement survivor
annuity is not valid; and (2) if the Participant dies prior to his annuity
starting date, the Participant's Beneficiary designation will apply only to
the portion of the death benefit which is not payable as a preretirement
survivor annuity. Regarding clause (2), if the Participant's surviving spouse
is a primary Beneficiary under the Participant's Beneficiary designation, the
Trustee will satisfy the spouse's interest in the Participant's death benefit
first from the portion which is payable as a preretirement survivor annuity.

(B)    PROFIT SHARING PLAN EXCEPTION. If the Plan is a profit sharing plan,
the Beneficiary designation of a married Exempt Participant is not valid
unless the Participant's spouse consents (in a manner described in Section
6.05) to the Beneficiary designation. An "Exempt Participant" is a Participant
who is not subject to the joint and survivor requirements of Article VI. The
spousal consent requirement in this paragraph does not apply if the Exempt
Participant and his spouse are not married throughout the one year period
ending on the date of the Participant's death, or if the Participant's spouse
is the Participant's sole primary Beneficiary.

       8.02  NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a Participant
fails to name a Beneficiary in accordance with Section 8.01, or if the
Beneficiary named by a Participant predeceases him, then the Trustee will pay
the Participant's Nonforfeitable Accrued Benefit in accordance with Section
6.02 in the following order of priority, unless the Employer specifies a
different order of priority in an addendum to its Adoption Agreement, to:

       (a)   The Participant's surviving spouse;

       (b)   The Participant's surviving children, including adopted children,
       in equal shares;

       (c)   The Participant's surviving parents, in equal shares; or

       (d)   The Participant's estate.

       If the Beneficiary does not predecease the Participant, but dies prior
to distribution of the Participant's entire Nonforfeitable Accrued Benefit,
the Trustee will pay the remaining Nonforfeitable Accrued Benefit to the
Beneficiary's estate unless the Participant's Beneficiary designation provides
otherwise or unless the Employer provides otherwise in its Adoption Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt
Participants, the Employer may not specify a different order of priority in
the Adoption Agreement unless the Participant's surviving spouse will be first
in the different order of priority. The Advisory Committee will direct the
Trustee as to the method and to whom the Trustee will make payment under this
Section 8.02.

       8.03  PERSONAL DATA TO COMMITTEE. Each Participant and each Beneficiary
of a deceased Participant must furnish to the Advisory Committee such
evidence, data or information as the Advisory Committee considers necessary or
desirable for the purpose of administering the Plan. The provisions of this
Plan are effective for the benefit of each Participant upon the condition
precedent that each Participant will furnish promptly full, true and complete
evidence, data and information when requested by the Advisory Committee,
provided the Advisory Committee advises each Participant of the effect of his
failure to comply with its request.

       8.04  ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary
of a deceased Participant must file with the Advisory Committee from time to
time, in writing, his post office address and any change of post office
address. Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Advisory
Committee, or as shown on the records of the Employer, binds the Participant,
or Beneficiary, for all purposes of this Plan.

       8.05  ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p) relating
to qualified domestic relations orders, neither a Participant nor a
Beneficiary may anticipate, assign or alienate (either at law or in equity)
any benefit provided under the Plan, and the Trustee will not recognize any
such anticipation, assignment or alienation. Furthermore, a benefit under the
Plan is not subject to attachment, garnishment, levy, execution or other legal
or equitable process.

       8.06  NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the
time prescribed by ERISA and the applicable regulations, must furnish all
Participants and Beneficiaries a summary description of any material amendment
to the Plan or notice of discontinuance of the Plan and all other information
required by ERISA to be furnished without charge.

       8.07  LITIGATION AGAINST THE TRUST. A court of competent jurisdiction
may authorize any appropriate equitable relief to redress violations of ERISA
or to enforce any provisions of ERISA or the terms of the Plan. A fiduciary
may receive reimbursement of expenses properly and actually incurred in the
performance of his duties with the Plan.

       8.08  INFORMATION AVAILABLE. Any Participant in the Plan or any
Beneficiary may examine copies of the Plan description, latest annual report,
any bargaining agreement, this Plan and Trust, contract or any other
instrument under which the Plan was established or is operated. The Plan
Administrator will maintain all of the items listed in this Section 8.08 in
his office, or in such other place or places as he may designate from time to
time in order to comply with the regulations issued under ERISA, for
examination during reasonable business hours. Upon the written request of a
Participant or Beneficiary the Plan Administrator must furnish him with a copy
of any item listed in this Section 8.08. The Plan Administrator may make a
reason-


                                          14

<PAGE>

able charge to the requesting person for the copy so furnished.

       8.09  APPEAL PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a
Beneficiary ("Claimant") may file with the Advisory Committee a written claim
for benefits, if the Participant or Beneficiary determines the distribution
procedures of the Plan have not provided him his proper Nonforfeitable Accrued
Benefit. The Advisory Committee must render a decision on the claim within 60
days of the Claimant's written claim for benefits. The Plan Administrator must
provide adequate notice in writing to the Claimant whose claim for benefits
under the Plan the Advisory Committee has denied. The Plan Administrator's
notice to the Claimant must set forth:

       (a)   The specific reason for the denial;

       (b)   Specific references to pertinent Plan provisions on which the
       Advisory Committee based its denial;

       (c)   A description of any additional material and information needed
       for the Claimant to perfect his claim and an explanation of why the
       material or information is needed; and

       (d)   That any appeal the Claimant wishes to make of the adverse
       determination must be in writing to the Advisory Committee within 75
       days after receipt of the Plan Administrator's notice of denial of
       benefits. The Plan Administrator's notice must further advise the
       Claimant that his failure to appeal the action to the Advisory
       Committee in writing within the 75-day period will render the Advisory
       Committee's determination final, binding and conclusive.

       If the Claimant should appeal to the Advisory Committee, he, or his
duly authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, feels are pertinent. The
Claimant, or his duly authorized representative, may review pertinent Plan
documents. The Advisory Committee will reexamine all facts related to the
appeal and make a final determination as to whether the denial of benefits is
justified under the circumstances. The Advisory Committee must advise the
Claimant of its decision within 60 days of the Claimant's written request for
review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60-day limit unfeasible, but in no event
may the Advisory Committee render a decision respecting a denial for a claim
for benefits later than 120 days after its receipt of a request for review.

       The Plan Administrator's notice of denial of benefits must identify the
name of each member of the Advisory Committee and the name and address of the
Advisory Committee member to whom the Claimant may forward his appeal.

       8.10  PARTICIPANT DIRECTION OF INVESTMENT. A Participant has the right
to direct the Trustee with respect to the investment or reinvestment of the
assets comprising the Participant's individual Account only if the Trustee
consents in writing to permit such direction. If the Trustee consents to
Participant direction of investment, the Trustee will accept direction from
each Participant on a written election form (or other written agreement), as a
part of this Plan, containing such conditions, limitations and other
provisions the parties deem appropriate. The Trustee or, with the Trustee's
consent, the Advisory Committee, may establish written procedures,
incorporated specifically as part of this Plan, relating to Participant
direction of investment under this Section 8.10. The Trustee will maintain a
segregated investment Account to the extent a Participant's Account is subject
to Participant self-direction. The Trustee is not liable for any loss, nor is
the Trustee liable for any breach, resulting from a Participant's direction of
the investment of any part of his directed Account.

       The Advisory Committee, to the extent provided in a written loan policy
adopted under Section 9.04, will treat a loan made to a Participant as a
Participant direction of investment under this Section 8.10. To the extent of
the loan outstanding at any time, the borrowing Participant's Account alone
shares in any interest paid on the loan, and it alone bears any expense or
loss it incurs in connection with the loan. The Trustee may retain any
principal or interest paid on the borrowing Participants loan in an interest
bearing segregated Account on behalf of the borrowing Participant until the
Trustee (or the Named Fiduciary, in the case of a nondiscretionary Trustee)
deems it appropriate to add the amount paid to the Participant's separate
Account under the Plan.

       If the Trustee consents to Participant direction of investment of his
Account, the Plan treats any post-December 31, 1981, investment by a
Participant's directed Account in collectibles [as defined by Code Section
408(m)] as a deemed distribution to the Participant for Federal income tax
purposes.


                                     ARTICLE IX
                     ADVISORY COMMITTEE-DUTIES WITH RESPECT TO
                               PARTICIPANTS' ACCOUNTS

       9.01  MEMBERS' COMPENSATION EXPENSES. The Employer must appoint an
Advisory Committee to administer the Plan, the members of which may or may not
be Participants in the Plan, or which may be the Plan Administrator acting
alone. In the absence of an Advisory Committee appointment, the Plan
Administrator assumes the powers, duties and responsibilities of the Advisory
Committee. The members of the Advisory Committee will serve without
compensation for services as such, but the Employer will pay all expenses of
the Advisory Committee, except to the extent the Trust properly pays for such
expenses, pursuant to Article X.

       9.02  TERM. Each member of the Advisory Committee serves until the
appointment of his successor.

       9.03  POWERS. In case of a vacancy in the membership of the Advisory
Committee, the remaining members of the Advisory Committee may exercise any
and all of the powers, authority, duties and discretion conferred upon the
Advisory Committee pending the filling of the vacancy.

       9.04  GENERAL. The Advisory Committee has the following powers and
duties:

       (a)   To select a Secretary, who need not be a member of the Advisory
       Committee;

       (b)   To determine the rights of eligibility of an Employee to
       participate in the Plan, the value of a Participant's Accrued Benefit
       and the Nonforfeitable percentage of each Participant's Accrued Benefit;

       (c)   To adopt rules of procedure and regulations necessary for the
       proper and efficient administration of the Plan provided the rules are
       not inconsistent with the terms of this Agreement;

       (d)   To construe and enforce the terms of the Plan and the rules and
       regulations it adopts, including interpretation of the Plan documents
       and documents related to the Plan's operation;

       (e)   To direct the Trustee as respects the crediting and distribution
       of the Trust;

       (f)   To review and render decisions respecting a claim for (or denial
       of a claim for) a benefit under the Plan;

       (g)   To furnish the Employer with information which the Employer may
       require for tax or other purposes;

       (h)   To engage the service of agents whom it may deem advisable to
       assist it with the performance of its duties;

       (i)   To engage the services of an Investment Manager or Managers [as
       defined in ERISA Section 3(38)], each of whom will have full power and
       authority to manage, acquire or dispose (or direct the Trustee with
       respect to acquisition or disposition) of any Plan asset under its
       control;

       (j)   To establish, in its sole discretion, a nondiscriminatory policy
       [see Section 9.04(A)] which the Trustee must observe in making loans, if
       any, to Participants and Beneficiaries; and


       (k)   To establish and maintain a funding standard account and to make
       credits and charges to the account to the extent required by and in
       accordance with the provisions of the Code.

       The Advisory Committee must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory manner.

(A)    LOAN POLICY. If the Advisory Committee adopts a loan policy, pursuant
to paragraph (j), the loan policy must be a written document and must include:

(1)    the identity of the person or positions authorized to administer the
participant loan program; (2) a procedure for applying for the loan; (3) the
criteria for approving or denying a loan; (4) the limitations, if any, on the
types and amounts of loans available; (5) the procedure for determining a
reasonable rate of interest; (6) the types of collateral which may secure the
loan; and (7) the events constituting default and the steps the Plan will take
to preserve plan assets in the event of default. This Section 9.04
specifically incorporates a written loan policy as part of the Employer's Plan.

       9.05  FUNDING POLICY. The Advisory Committee will review, not less
often than annually, all pertinent Employee information and Plan data in order
to establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives. The Advisory Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs so
investment policy can be coordinated with Plan financial requirements.

       9.06  MANNER OF ACTION. The decision of a majority of the members
appointed and qualified controls.

       9.07  AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize
any one of its members, or its Secretary, to sign on its behalf any notices,
directions, applications, certificates, consents, approvals, waivers, let-


                                          15


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ters or other documents. The Advisory Committee must evidence this authority
by an instrument signed by all members and filed with the Trustee.

       9.08   INTERESTED MEMBER. No member of the Advisory Committee may
decide or determine any matter concerning the distribution, nature or method
of settlement of his own benefits under the Plan, except in exercising an
election available to that member in his capacity as a Participant, unless
the Plan Administrator is acting alone in the capacity of the Advisory
Committee.

       9.09   INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or
direct the Trustee to maintain, a separate Account, or multiple Accounts, in
the name of each Participant to reflect the Participant's Accrued Benefit
under the Plan. If a Participant re-enters the Plan subsequent to his having
a Forfeiture Break in Service, the Advisory Committee, or the Trustee, must
maintain a separate Account for the Participant's pre-Forfeiture Break in
Service Accrued Benefit and a separate Account for his post-Forfeiture Break
in Service Accrued Benefit, unless the Participant's entire Accrued Benefit
under the Plan is 100% Nonforfeitable.

       The Advisory Committee will make its allocations, or request the
Trustee to make its allocations, to the Accounts of the Participants in
accordance with the provisions of Section 9.11. The Advisory Committee may
direct the Trustee to maintain a temporary segregated investment Account in
the name of a Participant to prevent a distortion of income, gain or loss
allocations under Section 9.11. The Advisory Committee must maintain records
of its activities.

       9.10   VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each
Participant's Accrued Benefit consists of that proportion of the net worth
(at fair market value) of the Employer's Trust Fund which the net credit
balance in his Account (exclusive of the cash value of incidental benefit
insurance contracts) bears to the total net credit balance in the Accounts
(exclusive of the cash value of the incidental benefit insurance contracts)
of all Participants plus the cash surrender value of any incidental benefit
insurance contracts held by the Trustee on the Participant's life.

       For purposes of a distribution under the Plan, the value of a
Participant's Accrued Benefit is its value as of the valuation date
immediately preceding the date of the distribution. Any distribution (other
than a distribution from a segregated Account) made to a Participant (or to
his Beneficiary) more than 90 days after the most recent valuation date may
include interest on the amount of the distribution as an expense of the Trust
Fund. The interest, if any, accrues from such valuation date to the date of
the distribution at the rate established in the Employer's Adoption Agreement.

       9.11   ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A
"valuation date" under this Plan is each Accounting Date and each interim
valuation date determined under Section 10.14. As of each valuation date the
Advisory Committee must adjust Accounts to reflect net income, gain or loss
since the last valuation date. The valuation period is the period beginning
the day after the last valuation date and ending on the current valuation
date.

(A) TRUST FUND ACCOUNTS. The allocation provisions of this paragraph apply to
all Participant Accounts other than segregated investment Accounts. The
Advisory Committee first will adjust the Participant Accounts, as those
Accounts stood at the beginning of the current valuation period, by reducing
the Accounts for any forfeitures arising under Section 5.09 or under Section
9.14, for amounts charged during the valuation period to the Accounts in
accordance with Section 9.13 (relating to distributions) and Section 11.01
(relating to insurance premiums), and for the cash value of incidental
benefit insurance contracts. The Advisory Committee then, subject to the
restoration allocation requirements of Section 5.04 or of Section 9.14, will
allocate the net income, gain or loss pro rata to the adjusted Participant
Accounts. The allocable net income, gain or loss is the net income (or net
loss), including the increase or decrease in the fair market value of assets,
since the last valuation date.

(B) SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives
all income it earns and bears all expense or loss it incurs. The Advisory
Committee will adopt uniform and nondiscriminatory procedures for determining
income or loss of a segregated investment Account in a manner which
reasonably reflects investment directions relating to pooled investments and
investment directions occurring during a valuation period. As of the
valuation date, the Advisory Committee must reduce a segregated Account for
any forfeiture arising under Section 5.09 after the Advisory Committee has
made all other allocations, changes or adjustments to the Account for the
Plan Year.

(C) ADDITIONAL RULES. An Excess Amount or suspense account described in Part
2 of Article III does not share in the allocation of net income, gain or loss
described in this Section 9.11. If the Employer maintains its Plan under a
Code Section 401(k) Adoption Agreement, the Employer may specify in its
Adoption Agreement alternate valuation provisions authorized by that Adoption
Agreement. This Section 9.11 applies solely to the allocation of net income,
gain or loss of the Trust. The Advisory Committee will allocate the Employer
contributions and Participant forfeitures, if any, in accordance with Article
III.

       9.12   INDIVIDUAL STATEMENT. As soon as practicable after the Accounting
Date of each Plan Year, but within the time prescribed by ERISA and the
regulations under ERISA, the Plan Administrator will deliver to each
Participant (and to each Beneficiary) a statement reflecting the condition of
his Accrued Benefit in the Trust as of that date and such other information
ERISA requires be furnished the Participant or Beneficiary. No Participant,
except a member of the Advisory Committee, has the right to inspect the records
reflecting the Account of any other Participant.

       9.13   ACCOUNT CHARGED. The Advisory Committee will charge a
Participant's Account for all distributions made from that Account to the
Participant, to his Beneficiary or to an alternate payee. The Advisory
Committee also will charge a Participant's Account for any administrative
expenses incurred by the Plan directly related to that Account.

       9.14   UNCLAIMED ACCOUNT PROCEDURE. The Plan does not require either
the Trustee or the Advisory Committee to search for, or to ascertain the
whereabouts of, any Participant or Beneficiary. At the time the Participant's
or Beneficiary's benefit becomes distributable under Article VI, the Advisory
Committee, by certified or registered mail addressed to his last known
address of record with the Advisory Committee or the Employer, must notify
any Participant, or Beneficiary, that he is entitled to a distribution under
this Plan. The notice must quote the provisions of this Section 9.14 and
otherwise must comply with the notice requirements of Article VI. If the
Participant, or Beneficiary, fails to claim his distributive share or make
his whereabouts known in writing to the Advisory Committee within 6 months
from the date of mailing of the notice, the Advisory Committee will treat the
Participant's or Beneficiary's unclaimed payable Accrued Benefit as forfeited
and will reallocate the unclaimed payable Accrued Benefit in accordance with
Section 3.05. A forfeiture under this paragraph will occur at the end of the
notice period or, if later, the earliest date applicable Treasury regulations
would permit the forfeiture. Pending forfeiture, the Advisory Committee,
following the expiration of the notice period, may direct the Trustee to
segregate the Nonforfeitable Accrued Benefit in a segregated Account and to
invest that segregated Account in Federally insured interest bearing savings
accounts or time deposits (or in a combination of both), or in other fixed
income investments.

       If a Participant or Beneficiary who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section
9.14 makes a claim, at any time, for his forfeited Accrued Benefit, the
Advisory Committee must restore the Participant's or Beneficiary's forfeited
Accrued Benefit to the same dollar amount as the dollar amount of the Accrued
Benefit forfeited, unadjusted for any gains or losses occurring subsequent to
the date of the forfeiture. The Advisory Committee will make the restoration
during the Plan Year in which the Participant or Beneficiary makes the claim,
first from the amount, if any, of Participant forfeitures the Advisory
Committee otherwise would allocate for the Plan Year, then from the amount,
if any, of the Trust Fund net income or gain for the Plan Year and then from
the amount, or additional amount, the Employer contributes to enable the
Advisory Committee to make the required restoration. The Advisory Committee
must direct the Trustee to distribute the Participant's or Beneficiary's
restored Accrued Benefit to him not later than 60 days after the close of the
Plan Year in which the Advisory Committee restores the forfeited Accrued
Benefit. The forfeiture provisions of this Section 9.14 apply solely to the
Participant's or to the Beneficiary's Accrued Benefit derived from Employer
contributions.

                                      ARTICLE X
                      TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

       10.01  ACCEPTANCE. The Trustee accepts the Trust created under the Plan
and agrees to perform the obligations imposed. The Trustee must provide bond
for the faithful performance of its duties under the Trust to the extent
required by ERISA.

       10.02  RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the
Employer for the funds contributed to it by the Employer, but does not have
any duty to see that the contributions received comply with the provisions of
the Plan. The Trustee is not obliged to collect any contributions from the
Employer, nor is obliged to see that funds deposited with it are deposited
according to the provisions of the Plan.

       10.03  INVESTMENT POWERS.

[A] Discretionary Trustee Designation. If the Employer, in Adoption
Agreement Section 1.02, designates the Trustee to administer the Trust as a
discretionary Trustee, then the Trustee has full discretion and authority with
regard to the investment of the Trust Fund, except with respect to a Plan asset
under the control or direction of a properly appointed Investment Manager or
with respect to a Plan asset properly subject to Employer, Participant or
Advisory Committee direction of investment. The Trustee must coordinate its
investment policy with Plan financial needs as communicated to it by the
Advisory Committee. The Trustee is authorized and empowered, but not by way of
limitation, with the following powers, rights and duties:

       (a) To invest any part or all of the Trust Fund in any common or
       preferred stocks, open-end or closed-end mutual funds, put and call
       options traded on a national exchange, United States retirement plan
       bonds, corporate bonds, debentures, convertible debentures, commercial
       paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
       indirect obligations of the United States Government or its agencies,
       improved or unim-

                                       16

<PAGE>

proved real estate situated in the United States, limited partnerships,
insurance contracts of any type, mortgages, notes or other property of any
kind, real or personal, to buy or sell options on common stock on a
nationally recognized exchange with or without holding the underlying common
stock, to buy and sell commodities, commodity options and contracts for the
future delivery of commodities, and to make any other investments the Trustee
deems appropriate, as a prudent man would do under like circumstances with
due regard for the purposes of this Plan. Any investment made or retained by
the Trustee in good faith is proper but must be of a kind constituting a
diversification considered by law suitable for trust investments.

(b) To retain in cash so much of the Trust Fund as it may deem advisable to
satisfy liquidity needs of the Plan and to deposit any cash held in the Trust
Fund in a bank account at reasonable interest.

(c) To invest, if the Trustee is a bank or similar financial institution
supervised by the United States or by a State, in any type of deposit of the
Trustee [or of a bank related to the Trustee within the meaning of Code Section
414(b)] at a reasonable rate of interest or in a common trust fund, as
described in Code Section 584, or in a collective investment fund, the
provisions of which govern the investment of such assets and which the Plan
incorporates by this reference, which the Trustee (or its affiliate, as
defined in Code Section 1504) maintains exclusively for the collective
investment of money contributed by the bank (or the affiliate) in its capacity
as trustee and which conforms to the rules of the Comptroller of the Currency.

(d) To manage, sell, contract to sell, grant options to purchase, convey,
exchange, transfer, abandon, improve, repair, insure, lease for any term even
though commencing in the future or extending beyond the term of the Trust,
and otherwise deal with all property, real or personal, in such manner, for
such considerations and on such terms and conditions as the Trustee decides.

(e) To credit and distribute the Trust as directed by the Advisory Committee.
The Trustee is not obliged to inquire as to whether any payee or distributee
is entitled to any payment or whether the distribution is proper or within
the terms of the Plan, or as to the manner of making any payment or
distribution. The Trustee is accountable only to the Advisory Committee for
any payment or distribution made by it in good faith on the order or
direction of the Advisory Committee.

(f) To borrow money, to assume indebtedness, extend mortgages and encumber by
mortgage or pledge.

(g) To compromise, contest, arbitrate or abandon claims and demands, in its
discretion.

(h) To have with respect to the Trust all of the rights of an individual
owner, including the power to give proxies, to participate in any voting
trusts, mergers, consolidations or liquidations, and to exercise or sell stock
subscriptions or conversion rights.

(i) To lease for oil, gas and other mineral purposes and to create mineral
severances by grant or reservation; to pool or unitize interests in oil, gas
and other minerals; and to enter into operating agreements and to execute
division and transfer orders.

(j) To hold any securities or other property in the name of the Trustee or
its nominee, with depositories or agent depositories or in another form as it
may deem best, with or without disclosing the trust relationship.

(k) To perform any and all other acts in its judgment necessary or
appropriate for the proper and advantageous management, investment and
distribution of the Trust.

(l) To retain any funds or property subject to any dispute without liability
for the payment of interest, and to decline to make payment or delivery of
the funds or property until final adjudication is made by a court of
competent jurisdiction.

(m) To file all tax returns required of the Trustee.

(n) To furnish to the Employer, the Plan Administrator and the Advisory
Committee an annual statement of account showing the condition of the Trust
Fund and all investments, receipts, disbursements and other transactions
effected by the Trustee during the Plan Year covered by the statement and
also stating the assets of the Trust held at the end of the Plan Year, which
accounts are conclusive on all persons, including the Employer, the Plan
Administrator and the Advisory Committee, except as to any act or transaction
concerning which the Employer, the Plan Administrator or the Advisory
Committee files with the Trustee written exceptions or objections within 90
days after the receipt of the accounts or for which ERISA authorizes a longer
period within which to object.

(o) To begin, maintain or defend any litigation necessary in connection with
the administration of the Plan, except that the Trustee is not obliged or
required to do so unless indemnified to its satisfaction.

[B] NONDISCRETIONARY TRUSTEE DESIGNATION/APPOINTMENT OF CUSTODIAN. If the
Employer, in its Adoption Agreement Section 1.02, designates the Trustee to
administer the Trust as a nondiscretionary Trustee, then the Trustee will not
have any discretion or authority with regard to the investment of the Trust
Fund, but must act solely as a directed trustee of the funds contributed to
it. A nondiscretionary Trustee, as directed trustee of the funds held by it
under the Employer's Plan, is authorized and empowered, by way of limitation,
with the following powers, rights and duties, each of which the
nondiscretionary Trustee exercises solely as directed trustee in accordance
with the written direction of the Named Fiduciary (except to the extent a
Plan asset is subject to the control and management of a properly appointed
Investment Manager or subject to Advisory Committee or Participant direction
of investment):

       (a) To invest any part or all of the Trust Fund in any common or
       preferred stocks, open-end or closed-end mutual funds, put and call
       options traded on a national exchange, United States retirement plan
       bonds, corporate bonds, debentures, convertible debentures, commercial
       paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
       indirect obligations of the United States Government or its agencies,
       improved or unimproved real estate situated in the United States, limited
       partnerships, insurance contracts of any type, mortgages, notes or other
       property of any kind, real or personal, to buy or sell options on common
       stock on a nationally recognized options exchange with or without holding
       the underlying common stock, to buy and sell commodities, commodity
       options and contracts for the future delivery of commodities, and to make
       any other investments the Named Fiduciary deems appropriate.

       (b) To retain in cash so much of the Trust Fund as the Named Fiduciary
       may direct in writing to satisfy liquidity needs of the Plan and to
       deposit any cash held in the Trust Fund in a bank account at reasonable
       interest, including, specific authority to invest in any type of deposit
       of the Trustee [or of a bank related to the Trustee within the meaning of
       Code Section 414(b)] at a reasonable rate of interest.

       (c) To sell, contract to sell, grant options to purchase, convey,
       exchange, transfer, abandon, improve, repair, insure, lease for any term
       even though commencing in the future or extending beyond the term of the
       Trust, and otherwise deal with all property, real or personal, in such
       manner, for such considerations and on such terms and conditions as the
       Named Fiduciary directs in writing.

       (d) To credit and distribute the Trust as directed by the Advisory
       Committee. The Trustee is not obliged to inquire as to whether any payee
       or distributee is entitled to any payment or whether the distribution is
       proper or within the terms of the Plan, or as to the manner of making any
       payment or distribution. The Trustee is accountable only to the Advisory
       Committee for any payment or distribution made by it in good faith on the
       order or direction of the Advisory Committee.

       (e) To borrow money, to assume indebtedness, extend mortgages and
       encumber by mortgage or pledge.

       (I) To have with respect to the Trust all of the rights of an individual
       owner, including the power to give proxies, to participate in any voting
       trusts, mergers, consolidations or liquidations, and to exercise or sell
       stock subscriptions or conversion rights, provided the exercise of any
       such powers is in accordance with and at the written direction of the
       Named Fiduciary.

       (g) To lease for oil, gas and other mineral purposes and to create
       mineral severances by grant or reservation; to pool or unitize interests
       in oil, gas and other minerals; and to enter into operating agreements
       and to execute division and transfer orders, provided the exercise of any
       such powers is in accordance with and at the written direction of the
       Named Fiduciary.

       (h) To hold any securities or other property in the name of the
       nondiscretionary Trustee or its nominee, with depositories or agent
       depositories or in another form as the Named Fiduciary may deem best,
       with or without disclosing the custodial relationship.

       (i) To retain any funds or property subject to any dispute without
       liability for the payment of interest, and to decline to make payment or
       delivery of the funds or property until a court of competent jurisdiction
       makes final adjudication.

       (j) To file all tax returns required of the Trustee.

       (k) To furnish to the Named Fiduciary, the Employer, the Plan
       Administrator and the Advisory Committee an annual statement of account
       showing the condition of the Trust Fund and all investments, receipts,
       disbursements and other transactions effected by the nondiscretionary
       Trustee during the Plan Year covered by the statement and also stating
       the assets of the Trust held at the end of the Plan Year, which accounts
       are conclusive on all persons, including the Named Fiduciary, the
       Employer, the Plan Administrator and the Advisory Committee, except as to
       any act or transaction concerning which the Named

                                       17

<PAGE>

       Fiduciary, the Employer, the Plan Administrator or the Advisory Committee
       files with the nondiscretionary Trustee written exceptions or objections
       within 90 days after the receipt of the accounts or for which ERISA
       authorizes a longer period within which to object.

       (l) To begin, maintain or defend any litigation necessary in connection
       with the administration of the Plan, except that the Trustee is not
       obliged or required to do so unless indemnified to its satisfaction.

[A] APPOINTMENT OF CUSTODIAN. The Employer may appoint a Custodian under the
Plan, the acceptance by the Custodian indicated on the execution page of the
Employer's Adoption Agreement. If the Employer appoints a Custodian, the
Employer's Plan must have a discretionary Trustee, as described in Section
10.03[A]. A Custodian has the same powers, rights and duties as a
nondiscretionary Trustee, as described in this Section 10.03[B1]. The Custodian
accepts the terms of the Plan and Trust by executing the Employer's Adoption
Agreement. Any reference in the Plan to a Trustee also is a reference to a
Custodian where the context of the Plan dictates. A limitation of the Trustee's
liability by Plan provision also acts as a limitation of the Custodian's
liability. Any action taken by the Custodian at the discretionary Trustee's
direction satisfies any provision in the Plan referring to the Trustee's taking
that action.

[B] MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the
powers of the Custodian or nondiscretionary Trustee to any combination of
powers listed within this Section 10.03[B]. If there is a Custodian or a
nondiscretionary Trustee under the Employer's Plan, then the Employer, in
adopting this Plan acknowledges the Custodian or nondiscretionary Trustee has
no discretion with respect to the investment or reinvestment of the Trust
Fund and that the Custodian or nondiscretionary Trustee is acting solely as
custodian or as directed trustee with respect to the assets comprising the
Trust Fund.

[C] LIMITATION OF POWERS OF CERTAIN CUSTODIANS. If a Custodian is a bank
which, under its governing state law, does not possess trust powers, then
paragraphs (a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and
Article XI do not apply to that bank and that bank only has the power and
authority to exercise the remaining powers, rights and duties under Section
10.03[B].

[D] NAMED FIDUCIARY/LIMITATION OF LIABILITY OF NONDISCRETIONARY TRUSTEE OR
CUSTODIAN. Under a nondiscretionary Trustee designation, the Named Fiduciary
under the Employer's Plan has the sole responsibility for the management and
control of the Employer's Trust Fund, except with respect to a Plan asset
under the control or direction of a properly appointed Investment Manager or
with respect to a Plan asset properly subject to Participant or Advisory
Committee direction of investment. If the Employer appoints a Custodian, the
Named Fiduciary is the discretionary Trustee. Under a nondiscretionary
Trustee designation, unless the Employer designates in writing another person
or persons to serve as Named Fiduciary, the Named Fiduciary under the Plan is
the president of a corporate Employer, the managing partner of a partnership
Employer or the sole proprietor, as appropriate. The Named Fiduciary will
exercise its management and control of the Trust Fund through its written
direction to the nondiscretionary Trustee or to the Custodian, whichever
applies to the Employer's Plan.

       The nondiscretionary Trustee or Custodian has no duty to review or to
make recommendations regarding investments made at the written direction of
the Named Fiduciary. The nondiscretionary Trustee or Custodian must retain
any investment obtained at the written direction of the Named Fiduciary until
further directed in writing by the Named Fiduciary to dispose of such
investment. The nondiscretionary Trustee or Custodian is not liable in any
manner or for any reason for making, retaining or disposing of any investment
pursuant to any written direction described in this paragraph. Furthermore,
the Employer agrees to indemnify and to hold the nondiscretionary Trustee or
Custodian harmless from any damages, costs or expenses, including reasonable
counsel fees, which the nondiscretionary Trustee or Custodian may incur as a
result of any claim asserted against the nondiscretionary Trustee, the
Custodian or the Trust arising out of the nondiscretionary Trustee's or
Custodian's compliance with any written direction described in this paragraph.

[E] PARTICIPANT LOANS. This Section 10.03[E] specifically authorizes the
Trustee to make loans on a nondiscriminatory basis to a Participant or to a
Beneficiary in accordance with the loan policy established by the Advisory
Committee, provided: (1) the loan policy satisfies the requirements of
Section 9.04; (2 loans are available to all Participants and Beneficiaries on
a reasonably equivalent basis and are not available in a greater amount for
Highly Compensated Employees than for other Employees; (3) any loan is
adequately secured and bears a reasonable rate of interest; (4) the loan
provides for repayment within a specified time; (5) the default provisions of
the note prohibit offset of the Participant's Nonforfeitable Accrued Benefit
prior to the time the Trustee otherwise would distribute the Participant's
Nonforfeitable Accrued Benefit; (6) the amount of the loan does not exceed
(at the time the Plan extends the loan) the present value of the
Participant's Nonforfeitable Accrued Benefit; and (7) the loan otherwise
conforms to the exemption provided by Code Section 4975(d)(1). If the joint
and survivor requirements of Article VI apply to the Participant, the
Participant may not pledge any portion of his Accrued Benefit as security for
a loan made after August 18, 1985, unless, within the 90 day period ending on
the date the pledge becomes effective, the Participant's spouse, if any,
consents (in a manner described in Section 6.05 other than the requirement
relating to the consent of a subsequent spouse) to the security or, by
separate consent, to an increase in the amount of security. If the Employer
is an unincorporated trade or business, a Participant who is an
Owner-Employee may not receive a loan from the Plan, unless he has obtained a
prohibited transaction exemption from the Department of Labor. If the
Employer is an "S Corporation," a Participant who is a shareholder-employee
(an employee or an officer) who, at any time during the Employer's taxable
year, owns more than 5%, either directly or by attribution under Code Section
318(a)(1), of the Employer's outstanding stock may not receive a loan from
the Plan, unless he has obtained a prohibited transaction exemption from the
Department of Labor. If the Employer is not an unincorporated trade or
business nor an "S Corporation," this Section 10.03[E1] does not impose any
restrictions on the class of Participants eligible for a loan from the Plan.

[F] INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND QUALIFYING EMPLOYER REAL
PROPERTY. The investment options in this Section 10.03[Fl] include the ability
to invest in qualifying Employer securities or qualifying Employer real
property, as defined in and as limited by ERISA. If the Employer's Plan is a
Nonstandardized profit sharing plan, it may elect in its Adoption Agreement to
permit the aggregate investments in qualifying Employer securities and in
qualifying Employer real property to exceed 10% of the value of Plan assets.

       10.04  RECORDS AND STATEMENTS. The records of the Trustee pertaining to
the Plan must be open to the inspection of the Plan Administrator, the
Advisory Committee and the Employer at all reasonable times and may be
audited from time to time by any person or persons as the Employer, Plan
Administrator or Advisory Committee may specify in writing. The Trustee must
furnish the Plan Administrator or Advisory Committee with whatever
information relating to the Trust Fund the Plan Administrator or Advisory
Committee considers necessary.

       10.05  FEES AND EXPENSES FROM FUND. A Trustee or Custodian will
receive reasonable annual compensation as may be agreed upon from time to
time between the Employer and the Trustee or Custodian. No person who is
receiving full pay from the Employer may receive compensation for services as
Trustee or as Custodian. The Trustee will pay from the Trust Fund all fees
and expenses reasonably incurred by the Plan, to the extent such fees and
expenses are for the ordinary and necessary administration and operation of
the Plan, unless the Employer pays such fees and expenses. Any fee or expense
paid, directly or indirectly, by the Employer is not an Employer contribution
to the Plan, provided the fee or expense relates to the ordinary and
necessary administration of the Fund.

       10.06  PARTIES TO LITIGATION. Except as otherwise provided by ERISA,
no Participant or Beneficiary is a necessary party or is required to receive
notice of process in any court proceeding involving the Plan, the Trust Fund
or any fiduciary of the Plan. Any final judgment entered in any proceeding
will be conclusive upon the Employer, the Plan Administrator, the Advisory
Committee, the Trustee, Custodian, Participants and Beneficiaries.

       10.07  PROFESSIONAL AGENTS. The Trustee may employ and pay from the
Trust Fund reasonable compensation to agents, attorneys, accountants and
other persons to advise the Trustee as in its opinion may be necessary. The
Trustee may delegate to any agent, attorney, accountant or other person
selected by it any non-Trustee power or duty vested in it by the Plan, and
the Trustee may act or refrain from acting on the advice or opinion of any
agent, attorney, accountant or other person so selected.

       10.08  DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make
distribution under the Plan in cash or property, or partly in each, at its
fair market value as determined by the Trustee. For purposes of a
distribution to a Participant or to a Participant's designated Beneficiary or
surviving spouse, "property" includes a Nontransferable Annuity Contract,
provided the contract satisfies the requirements of this Plan.

       10.09  DISTRIBUTION DIRECTIONS. If no one claims a payment or
distribution made from the Trust, the Trustee must promptly notify the
Advisory Committee and then dispose of the payment in accordance with the
subsequent direction of the Advisory Committee.

       10.10  THIRD PARTY/MULTIPLE TRUSTEES. No person dealing with the
Trustee is obligated to see to the proper application of any money paid or
property delivered to the Trustee, or to inquire whether the Trustee has
acted pursuant to any of the terms of the Plan. Each person dealing with the
Trustee may act upon any notice, request or representation in writing by the
Trustee, or by the Trustee's duly authorized agent, and is not liable to any
person in so acting. The certificate of the Trustee that it is acting in
accordance with the Plan will be conclusive in favor of any person relying on
the certificate. If more than two persons act as Trustee, a decision of the
majority of such persons controls with respect to any decision regarding the
administration or investment of the Trust Fund or of any portion of the Trust
Fund with respect to which such persons act as Trustee. However, the
signature of only one Trustee is necessary to effect any transaction on
behalf of the Trust.

       10.11  RESIGNATION. The Trustee or Custodian may resign its position
at any time by giving 30 days' written notice in advance to the Employer and
to the Advisory Committee. If the Employer fails to appoint a successor
Trustee within 60 days of its receipt of the Trustee's written notice of
resignation, the

                                       18

<PAGE>

Trustee will treat the Employer as having appointed itself as Trustee and as
having filed its acceptance of appointment with the former Trustee. The
Employer, in its sole discretion, may replace a Custodian. If the Employer
does not replace a Custodian, the discretionary Trustee will assume
possession of Plan assets held by the former Custodian.

       10.12  REMOVAL. The Employer, by giving 30 days' written notice in
advance to the Trustee, may remove any Trustee or Custodian. In the event of
the resignation or removal of a Trustee, the Employer must appoint a
successor Trustee if it intends to continue the Plan. If two or more persons
hold the position of Trustee, in the event of the removal of one such person,
during any period the selection of a replacement is pending, or during any
period such person is unable to serve for any reason, the remaining person or
persons will act as the Trustee.

       10.13  INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee
succeeds to the title to the Trust vested in his predecessor by accepting in
writing his appointment as successor Trustee and by filing the acceptance
with the former Trustee and the Advisory Committee without the signing or
filing of any further statement. The resigning or removed Trustee, upon
receipt of acceptance in writing of the Trust by the successor Trustee, must
execute all documents and do all acts necessary to vest the title of record
in any successor Trustee. Each successor Trustee has and enjoys all of the
powers, both discretionary and ministerial, conferred under this Agreement
upon his predecessor. A successor Trustee is not personally liable for any
act or failure to act of any predecessor Trustee, except as required under
ERISA. With the approval of the Employer and the Advisory Committee, a
successor Trustee, with respect to the Plan, may accept the account rendered
and the property delivered to it by a predecessor Trustee without incurring
any liability or responsibility for so doing.

       10.14  VALUATION OF TRUST. The Trustee must value the Trust Fund as of
each Accounting Date to determine the fair market value of each Participant's
Accrued Benefit in the Trust. The Trustee also must value the Trust Fund on
such other valuation dates as directed in writing by the Advisory Committee
or as required by the Employer's Adoption Agreement.

       10.15  LIMITATION ON LIABILITY-IF INVESTMENT MANAGER. ANCILLARY
TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the
acts or omissions of any Investment Manager the Advisory Committee may
appoint, nor is the Trustee under any obligation to invest or otherwise
manage any asset of the Plan which is subject to the management of a properly
appointed Investment Manager. The Advisory Committee, the Trustee and any
properly appointed Investment Manager may execute a letter agreement as a
part of this Plan delineating the duties, responsibilities and liabilities of
the Investment Manager with respect to any part of the Trust Fund under the
control of the Investment Manager.

       The limitation on liability described in this Section 10.15 also
applies to the acts or omissions of any ancillary trustee or independent
fiduciary properly appointed under Section 10.17 of the Plan. However, if a
discretionary Trustee, pursuant to the delegation described in Section 10.17
of the Plan, appoints an ancillary trustee, the discretionary Trustee is
responsible for the periodic review of the ancillary trustee's actions and
must exercise its delegated authority in accordance with the terms of the
Plan and in a manner consistent with ERISA. The Employer, the discretionary
Trustee and an ancillary trustee may execute a letter agreement as a part of
this Plan delineating any indemnification agreement between the parties.

       10.16  INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this
Plan, specifically authorizes the Trustee to invest all or any portion of the
assets comprising the Trust Fund in any group trust fund which at the time of
the investment provides for the pooling of the assets of plans qualified
under Code Section 401(a). This authorization applies solely to a group trust
fund exempt from taxation under Code Section 501(a) and the trust agreement
of which satisfies the requirements of Revenue Ruling 81-100. The provisions
of the group trust fund agreement, as amended from time to time, are by this
reference incorporated within this Plan and Trust. The provisions of the
group trust fund will govern any investment of Plan assets in that fund. The
Employer must specify in an attachment to its adoption agreement the group
trust fund(s) to which this authorization applies. If the Trustee is acting
as a nondiscretionary Trustee, the investment in the group trust fund is
available only in accordance with a proper direction, by the Named Fiduciary,
in accordance with Section 10.03[B]. Pursuant to paragraph (c) of Section
10.03[A] of the Plan, a Trustee has the authority to invest in certain common
trust funds and collective investment funds without the need for the authorizing
addendum described in this Section 10.16.

       Furthermore, at the Employer's direction, the Trustee, for collective
investment purposes, may combine into one trust fund the Trust created under
this Plan with the Trust created under any other qualified retirement plan
the Employer maintains. However, the Trustee must maintain separate records
of account for the assets of each Trust in order to reflect properly each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

       10.17  APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY. The
Employer, in writing, may appoint any person in any State to act as ancillary
trustee with respect to a designated portion of the Trust Fund, subject to
the consent required under Section 1.02 if the Master Plan Sponsor is a
financial institution. An ancillary trustee must acknowledge in writing its
acceptance of the terms and conditions of its appointment as ancillary
trustee and its fiduciary status under ERISA. The ancillary trustee has the
rights, powers, duties and discretion as the Employer may delegate, subject
to any limitations or directions specified in the instrument evidencing
appointment of the ancillary trustee and to the terms of the Plan or of
ERISA. The investment powers delegated to the ancillary trustee may include
any investment powers available under Section 10.03 of the Plan including the
right to invest any portion of the assets of the Trust Fund in a common trust
fund, as described in Code Section 584, or in any collective investment fund,
the provisions of which govern the investment of such assets and which the
Plan incorporates by this reference, but only if the ancillary trustee is a
bank or similar financial institution supervised by the United States or by a
State and the ancillary trustee (or its affiliate, as defined in Code Section
1504) maintains the common trust fund or collective investment fund
exclusively for the collective investment of money contributed by the
ancillary trustee (or its affiliate) in a trustee capacity and which conforms
to the rules of the Comptroller of the Currency. The Employer also may
appoint as an ancillary trustee, the trustee of any group trust fund
designated for investment pursuant to the provisions of Section 10.16 of the
Plan.

       The ancillary trustee may resign its position at any time by providing
at least 30 days' advance written notice to the Employer, unless the Employer
waives this notice requirement. The Employer, in writing, may remove an
ancillary trustee at any time. In the event of resignation or removal, the
Employer may appoint another ancillary trustee, return the assets to the
control and management of the Trustee or receive such assets in the capacity
of ancillary trustee. The Employer may delegate its responsibilities under
this Section 10.17 to a discretionary Trustee under the Plan, but not to a
nondiscretionary Trustee or to a Custodian, subject to the acceptance by the
discretionary Trustee of that delegation.

       If the U.S. Department of Labor ("the Department") requires engagement
of an independent fiduciary to have control or management of all or a portion
of the Trust Fund, the Employer will appoint such independent fiduciary, as
directed by the Department. The independent fiduciary will have the duties,
responsibilities and powers prescribed by the Department and will exercise
those duties, responsibilities and powers in accordance with the terms,
restrictions and conditions established by the Department and, to the extent
not inconsistent with ERISA, the terms of the Plan. The independent fiduciary
must accept its appointment in writing and must acknowledge its status as a
fiduciary of the Plan.

                                     ARTICLE XI
                        PROVISIONS RELATING TO INSURANCE AND
                                 INSURANCE COMPANY

       11.01  INSURANCE BENEFIT. The Employer may elect to provide incidental
life insurance benefits for insurable Participants who consent to life
insurance benefits by signing the appropriate insurance company application
form. The Trustee will not purchase any incidental life insurance benefit for
any Participant prior to an allocation to the Participant's Account. At an
insured Participant's written direction, the Trustee will use all or any
portion of the Participant's nondeductible voluntary contributions, if any,
to pay insurance premiums covering the Participant's life. This Section 11.01
also authorizes the purchase of life insurance, for the benefit of the
Participant, on the life of a family member of the Participant or on any
person in whom the Participant has an insurable interest. However, if the
policy is on the joint lives of the Participant and another person, the
Trustee may not maintain that policy if that other person predeceases the
Participant.

       The Employer will direct the Trustee as to the insurance company and
insurance agent through which the Trustee is to purchase the insurance
contracts, the amount of the coverage and the applicable dividend plan. Each
application for a policy, and the policies themselves, must designate the
Trustee as sole owner, with the right reserved to the Trustee to exercise any
right or option contained in the policies, subject to the terms and
provisions of this Agreement. The Trustee must be the named beneficiary for
the Account of the insured Participant. Proceeds of insurance contracts paid
to the Participant's Account under this Article XI are subject to the
distribution requirements of Article V and of Article VI. The Trustee will
not retain any such proceeds for the benefit of the Trust.

       The Trustee will charge the premiums on any incidental benefit
insurance contract covering the life of a Participant against the Account of
that Participant. The Trustee will hold all incidental benefit insurance
contracts issued under the Plan as assets of the Trust created under the Plan.

(A) INCIDENTAL INSURANCE BENEFITS. The aggregate of life insurance premiums
paid for the benefit of a Participant, at all times, may not exceed the
following percentages of the aggregate of the Employer's contributions
allocated to any Participant's Account: (i) 49% in the case of the purchase
of ordinary life insurance contracts; or (ii) 25% in the case of the purchase
of term life insurance or universal life insurance contracts. If the Trustee
purchases a combination of ordinary life insurance contract(s) and term life
insurance or universal life insurance contract(s), then the sum of one-half
of the premiums paid for the ordinary life insurance contract(s) and the
premiums paid for the term life insurance or universal life insurance
contract(s) may not exceed 25%

                                       19

<PAGE>

of the Employer contributions allocated to any Participant's Account.

(B) EXCEPTION FOR CERTAIN PROFIT SHARING PLANS. If the Employer's Plan is a
profit sharing plan, the incidental insurance benefits requirement does not
apply to the Plan if the Plan purchases life insurance benefits only from
Employer contributions accumulated in the Participant's Account for at least
two years (measured from the allocation date).

       11.02  LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not
continue any life insurance protection for any Participant beyond his annuity
starting date (as defined in Article VI). If the Trustee holds any incidental
benefit insurance contract(s) for the benefit of a Participant when he
terminates his employment (other than by reason of death), the Trustee must
proceed as follows:

       (a) If the entire cash value of the contract(s) is vested in the
       terminating Participant, or if the contract(s) will have no cash value at
       the end of the policy year in which termination of employment occurs, the
       Trustee will transfer the contract(s) to the Participant endorsed so as
       to vest in the transferee all right, title and interest to the
       contract(s), free and clear of the Trust; subject however, to
       restrictions as to surrender or payment of benefits as the issuing
       insurance company may permit and as the Advisory Committee directs;

       (b) If only part of the cash value of the contract(s) is vested in the
       terminating Participant, the Trustee, to the extent the Participant's
       interest in the cash value of the contract(s) is not vested, may adjust
       the Participant's interest in the value of his Account attributable to
       Trust assets other than incidental benefit insurance contracts and
       proceed as in (a), or the Trustee must effect a loan from the issuing
       insurance company on the sole security of the contract(s) for an amount
       equal to the difference between the cash value of the contract(s) at the
       end of the policy year in which termination of employment occurs and the
       amount of the cash value that is vested in the terminating Participant,
       and the Trustee must transfer the contract(s) endorsed so as to vest in
       the transferee all right, title and interest to the contract(s), free and
       clear of the Trust; subject however, to the restrictions as to surrender
       or payment of benefits as the issuing insurance company may permit and
       the Advisory Committee directs;

       (c) If no part of the cash value of the contract(s) is vested in the
       terminating Participant, the Trustee must surrender the contract(s) for
       cash proceeds as may be available.

       In accordance with the written direction of the Advisory Committee,
the Trustee will make any transfer of contract(s) under this Section 11.02 on
the Participant's annuity starting date (or as soon as administratively
practicable after that date). The Trustee may not transfer any contract under
this Section 11.02 which contains a method of payment not specifically
authorized by Article VI or which fails to comply with the joint and survivor
annuity requirements, if applicable, of Article VI. In this regard, the
Trustee either must convert such a contract to cash and distribute the cash
instead of the contract, or before making the transfer, require the issuing
company to delete the unauthorized method of payment option from the contract.

       11.03  DEFINITIONS. For purposes of this Article XI:

       (a) "Policy" means an ordinary life insurance contract or a term life
       insurance contract issued by an insurer on the life of a Participant.

       (b) "Issuing insurance company" is any life insurance company which has
       issued a policy upon application by the Trustee under the terms of this
       Agreement.

       (c) "Contract" or "Contracts" means a policy of insurance. In the event
       of any conflict between the provisions of this Plan and the terms of any
       contract or policy of insurance issued in accordance with this Article
       XI, the provisions of the Plan control.

       (d) "Insurable Participant" means a Participant to whom an insurance
       company, upon an application being submitted in accordance with the Plan,
       will issue insurance coverage, either as a standard risk or as a risk in
       an extra mortality classification.

       11.04  DIVIDEND PLAN. The dividend plan is premium reduction unless
the Advisory Committee directs the Trustee to the contrary. The Trustee must
use all dividends for a contract to purchase insurance benefits or additional
insurance benefits for the Participant on whose life the insurance company
has issued the contract. Furthermore, the Trustee must arrange, where
possible, for all policies issued on the lives of Participants under the Plan
to have the same premium due date and all ordinary life insurance contracts
to contain guaranteed cash values with as uniform basic options as are
possible to obtain. The term "dividends" includes policy dividends, refunds
of premiums and other credits.

       11.05  INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance
company, solely in its capacity as an issuing insurance company, is a party
to this Agreement nor is the company responsible for its validity.

       11.06  INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS. No
insurance company, solely in its capacity as an issuing insurance company,
need examine the terms of this Agreement nor is responsible for any action
taken by the Trustee.

       11.07  INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE. For the
purpose of making application to an insurance company and in the exercise of
any right or option contained in any policy, the insurance company may rely
upon the signature of the Trustee and is saved harmless and completely
discharged in acting at the direction and authorization of the Trustee.

       11.08  ACQUITTANCE. An insurance company is discharged from all
liability for any amount paid to the Trustee or paid in accordance with the
direction of the Trustee, and is not obliged to see to the distribution or
further application of any moneys it so pays.

       11.09  DUTIES OF INSURANCE COMPANY. Each insurance company must keep
such records, make such identification of contracts, funds and accounts
within funds, and supply such information as may be necessary for the proper
administration of the Plan under which it is carrying insurance benefits.

       NOTE:  THE PROVISIONS OF THIS ARTICLE XI ARE NOT APPLICABLE, AND THE PLAN
MAY NOT INVEST IN INSURANCE CONTRACTS, IF A CUSTODIAN SIGNATORY TO THE ADOPTION
AGREEMENT IS A BANK WHICH HAS NOT ACQUIRED TRUST POWERS FROM ITS GOVERNING STATE
BANKING AUTHORITY.

                                    ARTICLE XII
                                   MISCELLANEOUS

       12.01  EVIDENCE. Anyone required to give evidence under the terms of
the Plan may do so by certificate, affidavit, document or other information
which the person to act in reliance may consider pertinent, reliable and
genuine, and to have been signed, made or presented by the proper party or
parties. The Advisory Committee and the Trustee are fully protected in acting
and relying upon any evidence described under the immediately preceding
sentence.

       12.02  NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor
the Advisory Committee has any obligation or responsibility with respect to
any action required by the Plan to be taken by the Employer, any Participant
or eligible Employee, or for the failure of any of the above persons to act
or make any payment or contribution, or to otherwise provide any benefit
contemplated under this Plan. Furthermore, the Plan does not require the
Trustee or the Advisory Committee to collect any contribution required under
the Plan, or to determine the correctness of the amount of any Employer
contribution. Neither the Trustee nor the Advisory Committee need inquire
into or be responsible for any action or failure to act on the part of the
others, or on the part of any other person who has any responsibility
regarding the management, administration or operation of the Plan, whether by
the express terms of the Plan or by a separate agreement authorized by the
Plan or by the applicable provisions of ERISA. Any action required of a
corporate Employer must be by its Board of Directors or its designate.

       12.03  FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee,
the Plan Administrator and the Employer in no way guarantee the Trust Fund
from loss or depreciation. The Employer does not guarantee the payment of any
money which may be or becomes due to any person from the Trust Fund. The
liability of the Advisory Committee and the Trustee to make any payment from
the Trust Fund at any time and all times is limited to the then available
assets of the Trust.

       12.04  WAIVER OF NOTICE. Any person entitled to notice under the Plan
may waive the notice, unless the Code or Treasury regulations prescribe the
notice or ERISA specifically or impliedly prohibits such a waiver.

       12.05  SUCCESSORS. The Plan is binding upon all persons entitled to
benefits under the Plan, their respective heirs and legal representatives,
upon the Employer, its successors and assigns, and upon the Trustee, the
Advisory Committee, the Plan Administrator and their successors.

       12.06  WORD USAGE. Words used in the masculine also apply to the
feminine where applicable, and wherever the context of the Employer's Plan
dictates, the plural includes the singular and the singular includes the
plural. :

       12.07  STATE LAW. The law of the state of the Employer's principal
place of business (unless otherwise designated in an addendum to the
Employer's Adoption Agreement) will determine all questions arising with
respect to the provisions of this Agreement except to the extent superseded
by Federal law.

       12.08  EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's Plan fails
to qualify or to maintain qualification or if the Employer makes any
amendment or modification to a provision of this Plan (other than a proper
completion of an elective provision under the Adoption Agreement or the
attachment of an addendum authorized by the Plan or by, the Adoption
Agreement), the Employer may no longer participate under this Master Plan.
The Employer also may not participate (or continue to participate) in this
Master Plan if the Trustee or Custodian (or a change in the Trustee or
Custodian) does not satisfy the requirements of Section 1.02 of the Plan. If
the Employer is not entitled

                                       20
<PAGE>

to participate under this Master Plan, the Employer's Plan is an
individually-designed plan and the reliance procedures specified in the
applicable Adoption Agreement no longer will apply.

       12.09  EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or
with respect to the establishment of the Trust, or any modification or
amendment to the Plan or Trust, or in the creation of any Account, or the
payment of any benefit, gives any Employee, Employee-Participant or any
Beneficiary any right to continue employment, any legal or equitable right
against the Employer, or Employee of the Employer, or against the Trustee, or
its agents or employees, or against the Plan Administrator, except as
expressly provided by the Plan, the Trust, ERISA or by a separate agreement.

                                    ARTICLE XIII
                            EXCLUSWE BENEFIT, AMENDMENT,
                                    TERMINATION

       13.01  EXCLUSIVE BENEFIT. Except as provided under Article III, the
Employer has no beneficial interest in any asset of the Trust and no part of
any asset in the Trust may ever revert to or be repaid to an Employer, either
directly or indirectly; nor, prior to the satisfaction of all liabilities
with respect to the Participants and their Beneficiaries under the Plan, may
any part of the corpus or income of the Trust Fund, or any asset of the
Trust, be (at any time) used for, or diverted to, purposes other than the
exclusive benefit of the Participants or their Beneficiaries. However, if the
Commissioner of Internal Revenue, upon the Employer's request for initial
approval of this Plan, determines the Trust created under the Plan is not a
qualified trust exempt from Federal income tax, then (and only then) the
Trustee, upon written notice from the Employer, will return the Employer's
contributions (and increment attributable to the contributions) to the
Employer. The Trustee must make the return of the Employer contribution under
this Section 13.01 within one year of a final disposition of the Employer's
request for initial approval of the Plan. The Employer's Plan and Trust will
terminate upon the Trustee's return of the Employer's contributions.

       13.02  AMENDMENT BY EMPLOYER. The Employer has the right at any time
and from time to time:

       (a)    To amend the elective provisions of the Adoption Agreement in any
       manner it deems necessary or advisable in order to qualify (or maintain
       qualification of) this Plan and the Trust created under it under the
       provisions of Code Section 401(a);

       (b)    To amend the Plan to allow the Plan to operate under a waiver of
       the minimum funding requirement; and

       (c)    To amend this Agreement in any other manner.

       No amendment may authorize or permit any of the Trust Fund (other than
the part which is required to pay taxes and administration expenses) to be
used for or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates. No amendment may cause or
permit any portion of the Trust Fund to revert to or become a property of the
Employer. The Employer also may not make any amendment which affects the
rights, duties or responsibilities of the Trustee, the Plan Administrator or
the Advisory Committee without the written consent of the affected Trustee,
the Plan Administrator or the affected member of the Advisory Committee. The
Employer must make all amendments in writing. Each amendment must state the
date to which it is either retroactively or prospectively effective. See
Section 12.08 for the effect of certain amendments adopted by the Employer.

(A)    CODE Section 411(d)(6) PROTECTED BENEFITS. An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease
a Participant's Accrued Benefit, except to the extent permitted under Code
Section 412(c)(8), and may not reduce or eliminate Code Section 411(d)(6)
protected benefits determined immediately prior to the adoption date (or, if
later, the effective date) of the amendment. An amendment reduces or
eliminates Code Section 411(d)(6) protected benefits if the amendment has the
effect of either (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations), or (2) except
as provided by Treasury regulations, eliminating an optional form of benefit.
The Advisory Committee must disregard an amendment to the extent application
of the amendment would fail to satisfy this paragraph. If the Advisory
Committee must disregard an amendment because the amendment would violate
clause (1) or clause (2), the Advisory Committee must maintain a schedule of
the early retirement option or other optional forms of benefit the Plan must
continue for the affected Participants.

       13.03  AMENDMENT BY MASTER PLAN SPONSOR. The Master Plan Sponsor (or
PPD, as agent of the Master Plan Sponsor), without the Employer's consent,
may amend the Plan and Trust, from time to time, in order to conform the Plan
and Trust to any requirement for qualification of the Plan and Trust under
the Internal Revenue Code. The Master Plan Sponsor may not amend the Plan in
any manner which would modify any election made by the Employer under the
Plan without the Employer's written consent. Furthermore, the Master Plan
Sponsor may not amend the Plan in any manner which would violate the
proscription of Section 13.02. A Trustee does not have the power to amend the
Plan or Trust.

       13.04  DISCONTINUANCE. The Employer has the right, at any time, to
suspend or discontinue its contributions under the Plan, and to terminate, at
any time, this Plan and the Trust created under this Agreement. The Plan will
terminate upon the first to occur of the following:

       (a) The date terminated by action of the Employer;

       (b) The dissolution or merger of the Employer, unless the successor makes
       provision to continue the Plan, in which event the successor must
       substitute itself as the Employer under this Plan. Any termination of the
       Plan resulting from this paragraph (b) is not effective until compliance
       with any applicable notice requirements under ERISA.

       13.05  FULL VESTING ON TERMINATION. Upon either full or partial
termination of the Plan, or, if applicable, upon complete discontinuance of
profit sharing plan contributions to the Plan, an affected Participant's
right to his Accrued Benefit is 100% Nonforfeitable, irrespective of the
Nonforfeitable percentage which otherwise would apply under Article V.

       13.06  MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan, unless immediately after the merger,
consolidation or transfer, the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have
received had the Plan terminated immediately before the merger or
consolidation or transfer. The Trustee possesses the specific authority to
enter into merger agreements or direct transfer of assets agreements with the
trustees of other retirement plans described in Code Section 401(a),
including an elective transfer, and to accept the direct transfer of plan
assets, or to transfer plan assets, as a party to any such agreement.

       The Trustee may accept a direct transfer of plan assets on behalf of
an Employee prior to the date the Employee satisfies the Plan's eligibility
conditions. If the Trustee accepts such a direct transfer of plan assets, the
Advisory Committee and Trustee must treat the Employee as a Participant for
all purposes of the Plan except the Employee is not a Participant for
purposes of sharing in Employer contributions or Participant forfeitures
under the Plan until he actually becomes a Participant in the Plan.

(A)    ELECTIVE TRANSFERS. The Trustee, after August 9, 1988, may not consent
to, or be a party to a merger, consolidation or transfer of assets with a
defined benefit plan, except with respect to an elective transfer, or unless
the transferred benefits are in the form of paid-up individual annuity
contracts guaranteeing the payment of the transferred benefits in accordance
with the terms of the transferor plan and in a manner consistent with the
Code and with ERISA. The Trustee will hold, administer and distribute the
transferred assets as a part of the Trust Fund and the Trustee must maintain
a separate Employer contribution Account for the benefit of the Employee on
whose behalf the Trustee accepted the transfer in order to reflect the value
of the transferred assets. Unless a transfer of assets to this Plan is an
elective transfer, the Plan will preserve all Code Section 411(d)(6)
protected benefits with respect to those transferred assets, in the manner
described in Section 13.02. A transfer is an elective transfer if: (1) the
transfer satisfies the first paragraph of this Section 13.06; (2) the
transfer is voluntary, under a fully informed election by the Participant;
(3) the Participant has an alternative that retains his Code Section
411(d)(6) protected benefits (including an option to leave his benefit in the
transferor plan, if that plan is not terminating); (4) the transfer satisfies
the applicable spousal consent requirements of the Code; (5) the transferor
plan satisfies the joint and survivor notice requirements of the Code, if the
Participant's transferred benefit is subject to those requirements; (6) the
Participant has a right to immediate distribution from the transferor plan,
in lieu of the elective transfer; (7) the transferred benefit is at least the
greater of the single sum distribution provided by the transferor plan for
which the Participant is eligible or the present value of the Participant's
accrued benefit under the transferor plan payable at that plan's normal
retirement age; (8) the Participant has a 100% Nonforfeitable interest in the
transferred benefit; and (9) the transfer otherwise satisfies applicable
Treasury regulations. An elective transfer may occur between qualified plans
of any type. Any direct transfer of assets from a defined benefit plan after
August 9, 1988, which does not satisfy the requirements of this paragraph
will render the Employer's Plan individually-designed. See Section 12.08.

(B)    DISTRIBUTION RESTRICTIONS UNDER CODE Section 401(k). If the Plan
receives a direct transfer (by merger or otherwise) of elective contributions
(or amounts treated as elective contributions) under a Plan with a Code
Section 401(k) arrangement, the distribution restrictions of Code Section
401(k)(2) and (10) continue to apply to those transferred elective
contributions.

       13.07  TERMINATION.

(A)    PROCEDURE. Upon termination of the Plan, the distribution provisions of
Article VI remain operative, with the following exceptions:

       (1) if the present value of the Participant's Nonforfeitable Accrued
       Benefit does not exceed $3,500, the Advisory Committee will direct the
       Trustee to distribute the Participant's Nonforfeitable Accrued Benefit to
       him in lump sum as soon as administratively practicable after the Plan
       terminates; and

                                      21

<PAGE>

       (2) if the present value of the Participant's Nonforfeitable Accrued
       Benefit exceeds $3,500, the Participant or the Beneficiary, in addition
       to the distribution events permitted under Article VI, may elect to have
       the Trustee commence distribution of his Nonforfeitable Accrued Benefit
       as soon as administratively practicable after the Plan terminates.

       To liquidate the Trust, the Advisory Committee will purchase a
deferred annuity contract for each Participant which protects the
Participant's distribution rights under the Plan, if the Participant's
Nonforfeitable Accrued Benefit exceeds $3,500 and the Participant does not
elect an immediate distribution pursuant to Paragraph (2).

       If the Employer's Plan is a profit sharing plan, in lieu of the
preceding provisions of this Section 13.07 and the distribution provisions of
Article VI, the Advisory Committee will direct the Trustee to distribute each
Participant's Nonforfeitable Accrued Benefit, in lump sum, as soon as
administratively practicable after the termination of the Plan, irrespective
of the present value of the Participant's Nonforfeitable Accrued Benefit and
whether the Participant consents to that distribution. This paragraph does
not apply if: (1) the Plan provides an annuity option; or (2) as of the
period between the Plan termination date and the final distribution of
assets, the Employer maintains any other defined contribution plan (other
than an ESOP). The Employer, in an addendum to its Adoption Agreement
numbered 13.07, may elect not to have this paragraph apply.

       The Trust will continue until the Trustee in accordance with the
direction of the Advisory Committee has distributed all of the benefits under
the Plan. On each valuation date, the Advisory Committee will credit any part
of a Participant's Accrued Benefit retained in the Trust with its
proportionate share of the Trust's income, expenses, gains and losses, both
realized and unrealized. Upon termination of the Plan, the amount, if any, in
a suspense account under Article III will revert to the Employer, subject to
the conditions of the Treasury regulations permitting such a reversion. A
resolution or amendment to freeze all future benefit accrual but otherwise to
continue maintenance of this Plan, is not a termination for purposes of this
Section 13.07.

(B)    DISTRIBUTION RESTRICTIONS UNDER CODE SECTION 401(k). If the Employer's
Plan includes a Code Section 401(k) arrangement or if transferred assets
described in Section 13.06 are subject to the distribution restrictions of
Code Section 401(k)(2) and (10), the special distribution provisions of this
Section 13.07 are subject to the restrictions of this paragraph. The portion
of the Participant's Nonforfeitable Accrued Benefit attributable to elective
contributions (or to amounts treated under the Code Section 401(k)
arrangement as elective contributions) is not distributable on account of
Plan termination, as described in this Section 13.07, unless: (a) the
Participant otherwise is entitled under the Plan to a distribution of that
portion of his Nonforfeitable Accrued Benefit; or (b) the Plan termination
occurs without the establishment of a successor plan. A successor plan under
clause (b) is a defined contribution plan (other than an ESOP) maintained by
the Employer (or by a related employer) at the time of the termination of the
Plan or within the period ending twelve months after the final distribution
of assets. A distribution made after March 31, 1988, pursuant to clause (b),
must be part of a lump sum distribution to the Participant of his
Nonforfeitable Accrued Benefit.

                                     ARTICLE XIV
              CODE SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS

       14.01  APPLICATION. THIS ARTICLE XIV APPLIES TO AN EMPLOYER'S PLAN
ONLY IF THE EMPLOYER IS MAINTAINING ITS PLAN UNDER A CODE SECTION 401(k)
ADOPTION AGREEMENT.

       14.02  CODE SECTION 401(k) ARRANGEMENT. The Employer will elect in
Section 3.01 of its Adoption Agreement the terms of the Code Section 401(k)
arrangement, if any, under the Plan. If the Employer's Plan is a Standardized
Plan, the Code Section 401(k) arrangement must be a salary reduction
arrangement. If the Employer's Plan is a Nonstandardized Plan, the Code
Section 401(k) arrangement may be a salary reduction arrangement or a cash or
deferred arrangement.

(A)    SALARY REDUCTION ARRANGEMENT. If the Employer elects a salary
reduction arrangement, any Employee eligible to participate in the Plan may
file a salary reduction agreement with the Advisory Committee. The salary
reduction agreement may not be effective earlier than the following date
which occurs last: (i) the Employee's Plan Entry Date (or, in the case of a
reemployed Employee, his reparticipation date under Article II); (ii) the
execution date of the Employee's salary reduction agreement; (iii) the date
the Employer adopts the Code Section 401(k) arrangement by executing the
Adoption Agreement; or (iv) the effective date of the Code Section 401(k)
arrangement, as specified in the Employer's Adoption Agreement. Regarding
clause (i), an Employee subject to the Break in Service rule of Section
2.03(B) of the Plan may not enter into a salary reduction agreement until the
Employee has completed a sufficient number of Hours of Service to receive
credit for a Year of Service (as defined in Section 2.02) following his
reemployment commencement date. A salary reduction agreement must specify the
amount of Compensation (as defined in Section 1.12) or percentage of
Compensation the Employee wishes to defer. The salary reduction agreement
will apply only to Compensation which becomes currently available to the
Employee after the effective date of the salary reduction agreement. The
Employer will apply a reduction election to all Compensation (and to
increases in such Compensation) unless the Employee specifies in his salary
reduction agreement to limit the election to certain Compensation. The
Employer will specify in Adoption Agreement Section 3.01 the rules and
restrictions applicable to the Employees salary reduction agreements.

(B)    CASH OR DEFERRED ARRANGEMENT. If the Employer elects a cash or
deferred arrangement, a Participant may elect to make a cash election against
his proportionate share of the Employer's Cash or Deferred Contribution, in
accordance with the Employer's elections in Adoption Agreement Section 3.01.
A Participant's proportionate share of the Employer's Cash or Deferred
Contribution is the percentage of the total Cash or Deferred Contribution
which bears the same ratio that the Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan Year.
For purposes of determining each Participant's proportionate share of the
Cash or Deferred Contribution, a Participant's Compensation is his
Compensation as determined under Section 1.12 of the Plan (as modified by
Section 3.06 for allocation purposes), excluding any effect the proportionate
share may have on the Participant's Compensation for the Plan Year. The
Advisory Committee will determine the proportionate share prior to the
Employer's actual contribution to the Trust, to provide the Participants the
opportunity to file cash elections. The Employer will pay directly to the
Participant the portion of his proportionate share the Participant has
elected to receive in cash.

(C)    ELECTION NOT TO PARTICIPATE. A Participant's or Employee's election
not to participate, pursuant to Section 2.06, includes his right to enter
into a salary reduction agreement or to share in the allocation of a Cash or
Deferred Contribution, unless the Participant or Employee limits the effect
of the election to the non-401(k) portions of the Plan.

       14.03  DEFINITIONS. For purposes of this Article XIV:

       (a) "Highly Compensated Employee" means an Eligible Employee who
       satisfies the definition in Section 1.09 of the Plan. Family members
       aggregated as a single Employee under Section 1.09 constitute a single
       Highly Compensated Employee, whether a particular family member is a
       Highly Compensated Employee or a Nonhighly Compensated Employee without
       the application of family aggregation.

       (b) "Nonhighly Compensated Employee" means an Eligible Employee who is
       not a Highly Compensated Employee and who is not a family member treated
       as a Highly Compensated Employee.

       (c) "Eligible Employee" means, for purposes of the ADP test described in
       Section 14.08, an Employee who is eligible to enter into a salary
       reduction agreement for the Plan Year, irrespective of whether he
       actually enters into such an agreement, and a Participant who is eligible
       for an allocation of the Employer's Cash or Deferred Contribution for the
       Plan Year. For purposes of the ACP test described in Section 14.09, an
       "Eligible Employee" means a Participant who is eligible to receive an
       allocation of matching contributions (or would be eligible if he made the
       type of contributions necessary to receive an allocation of matching
       contributions) and a Participant who is eligible to make nondeductible
       contributions, irrespective of whether he actually makes nondeductible
       contributions. An Employee continues to be an Eligible Employee during a
       period the Plan suspends the Employee's right to make elective deferrals
       or nondeductible contributions following a hardship distribution.

       (d) "Highly Compensated Group" means the group of Eligible Employees who
       are Highly Compensated Employees for the Plan Year.

       (e) "Nonhighly Compensated Group" means the group of Eligible
       Employees who are Nonhighly Compensated Employees for the Plan
       Year.

       (f) "Compensation" means, except as specifically provided in this Article
       XIV, Compensation as defined for nondiscrimination purposes in Section
       1.12(B) of the Plan. To compute an Employee's ADP or ACP, the Advisory
       Committee may limit Compensation taken into account to Compensation
       received only for the portion of the Plan Year in which the Employee was
       an Eligible Employee and only for the portion of the Plan Year in
       which the Plan or the Code Section 401(k) arrangement was in effect.

       (g) "Deferral contributions" are Salary Reduction Contributions and Cash
       or Deferred Contributions the Employer contributes to the Trust on behalf
       of an Eligible Employee, irrespective of whether, in the case of Cash or
       Deferred Contributions, the contribution is at the election of the
       Employee. For Salary Reduction Contributions, the terms "deferral
       contributions" and "elective deferrals" have the same meaning.

       (h) "Elective deferrals" are all Salary Reduction Contributions and that
       portion of any Cash or Deferred Contribution which the Employer
       contributes to the Trust at the election of an Eligible Employee. Any
       portion of a Cash or Deferred Contribution contributed to the Trust
       because of the Employee's failure to make a cash election is an elective
       deferral. However, any portion of a Cash or Deferred Contribution over
       which the Employee does not have a cash election is not an elective
       deferral. Elective deferrals do not include amounts which have become
       currently

                                       22

<PAGE>

       available to the Employee prior to the election nor amounts designated as
       nondeductible contributions at the time of deferral or contribution.

       (i)    "Matching contributions" are contributions made by the Employer on
       account of elective deferrals under a Code Section 401(k) arrangement or
       on account of employee contributions. Matching contributions also include
       Participant forfeitures allocated on account of such elective deferrals
       or employee contributions.

       (j)    "Nonelective contributions" are contributions made by the Employer
       which are not subject to a deferral election by an Employee and which are
       not matching contributions.

       (k)    "Qualified matching contributions" are matching contributions
       which are 100% Nonforfeitable at all times and which are subject to the
       distribution restrictions described in paragraph (m). Matching
       contributions are not 100% Nonforfeitable at all times if the Employee
       has a 100% Nonforfeitable interest because of his Years of Service taken
       into account under a vesting schedule. Any matching contributions
       allocated to a Participant's Qualified Matching Contributions Account
       under the Plan automatically satisfy the definition of qualified matching
       contributions.

       (l)    "Qualified nonelective contributions" are nonelective
       contributions which are 100% Nonforfeitable at all times and which are
       subject to the distribution restrictions described in paragraph (m).
       Nonelective contributions are not 100% Nonforfeitable at all times if the
       Employee has a 100% Nonforfeitable interest because of his Years of
       Service taken into account under a vesting schedule. Any nonelective
       contributions allocated to a Participant's Qualified Nonelective
       Contributions Account under the Plan automatically satisfy the definition
       of qualified nonelective contributions.

       (m)    "Distribution restrictions" means the Employee may not receive a
       distribution of the specified contributions (nor earnings on those
       contributions) except in the event of (1) the Participant's death,
       disability, termination of employment or attainment of age 59 1/2, (2)
       financial hardship satisfying the requirements of Code Section 401(k) and
       the applicable Treasury regulations, (3) a plan termination, without
       establishment of a successor defined contribution plan (other than an
       ESOP), (4) a sale of substantially all of the assets [within the meaning
       of Code Section 409(d)(2)] used in a trade or business, but only to an
       employee who continues employment with the corporation acquiring those
       assets, or (5) a sale by a corporation of its interest in a subsidiary
       [within the meaning of Code Section 409(d)(3)], but only to an employee
       who continues employment with the subsidiary. For Plan Years beginning
       after December 31, 1988, a distribution on account of financial hardship,
       as described in clause (2), may not include earnings on elective
       deferrals credited as of a date later than December 31, 1988, and may not
       include qualified matching contributions and qualified non-elective
       contributions, nor any earnings on such contributions, credited after
       December 31, 1988. A plan does not violate the distribution restrictions
       if, instead of the December 31, 1988, date in the preceding sentence the
       plan specifies a date not later than the end of the last Plan Year ending
       before July 1, 1989. A distribution described in clauses (3), (4) or (5),
       if made after March 31, 1988, must be a lump sum distribution, as
       required under Code Section 401(k)(10).

       (n)    "Employee contributions" are contributions made by a Participant
       on an after-tax basis, whether voluntary or mandatory, and designated, at
       the time of contribution, as an employee (or nondeductible) contribution.
       Elective deferrals and deferral contributions are not employee
       contributions. Participant nondeductible contributions, made pursuant to
       Section 4.01 of the Plan, are employee contributions.

       14.04  MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Employer may
elect in Adoption Agreement Section 3.01 to provide matching contributions.
The Employer also may elect in Adoption Agreement Section 4.01 to permit or
to require a Participant to make nondeductible contributions.

(A)    MANDATORY CONTRIBUTIONS. Any Participant nondeductible contributions
eligible for matching contributions are mandatory contributions. The Advisory
Committee will maintain a separate accounting, pursuant to Section 4.06 of
the Plan, to reflect the Participant's Accrued Benefit derived from his
mandatory contributions. The Employer, under Adoption Agreement Section 4.05,
may prescribe special distribution restrictions which will apply to the
Mandatory Contributions Account prior to the Participant's Separation from
Service. Following his Separation from Service, the general distribution
provisions of Article VI apply to the distribution of the Participant's
Mandatory Contributions Account.

       14.05  TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must make Salary
Reduction Contributions to the Trust within an administratively reasonable
period of time after withholding the corresponding Compensation from the
Participant. Furthermore, the Employer must make Salary Reduction
Contributions, Cash or Deferred Contributions, Employer matching
contributions (including qualified Employer matching contributions) and
qualified Employer nonelective contributions no later than the time
prescribed by the Code or by applicable Treasury regulations. Salary
Reduction Contributions and Cash or Deferred Contributions are Employer
contributions for all purposes under this Plan, except to the extent the Code
or Treasury regulations prohibit the use of these contributions to satisfy
the qualification requirements of the Code.

       14.06  SPECIAL ALLOCATION PROVISIONS-DEFERRAL CONTRIBUTIONS, MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations
under the Plan, the Advisory Committee must establish a Deferral
Contributions Account, a Qualified Matching Contributions Account, a Regular
Matching Contributions Account, a Qualified Nonelective Contributions Account
and an Employer Contributions Account for each Participant.

(A)    DEFERRAL CONTRIBUTIONS. The Advisory Committee will allocate to each
Participant's Deferral Contributions Account the amount of Deferral
Contributions the Employer makes to the Trust on behalf of the Participant.
The Advisory Committee will make this allocation as of the last day of each
Plan Year unless, in Adoption Agreement Section 3.04, the Employer elects
more frequent allocation dates for salary reduction contributions.

(B)    MATCHING CONTRIBUTIONS. The Employer must specify in its Adoption
Agreement whether the Advisory Committee will allocate matching contributions
to the Qualified Matching Contributions Account or to the Regular Matching
Contributions Account of each Participant. The Advisory Committee will make
this allocation as of the last day of each Plan Year unless, in Adoption
Agreement Section 3.04, the Employer elects more frequent allocation dates
for matching contributions.

       (1) To the extent the Employer makes matching contributions under a fixed
       matching contribution formula, the Advisory Committee will allocate the
       matching contribution to the Account of the Participant on whose behalf
       the Employer makes that contribution. A fixed matching contribution
       formula is a formula under which the Employer contributes a certain
       percentage or dollar amount on behalf of a Participant based on that
       Participant's deferral contributions or nondeductible contributions
       eligible for a match, as specified in Section 3.01 of the Employer's
       Adoption Agreement. The Employer may contribute on a Participant's behalf
       under a specific matching contribution formula only if the Participant
       satisfies the accrual requirements for matching contributions specified
       in Section 3.06 of the Employer's Adoption Agreement and only to the
       extent the matching contribution does not exceed the Participant's annual
       additions limitation in Part 2 of Article III.

       (2) To the extent the Employer makes matching contributions under a
       discretionary formula, the Advisory Committee will allocate the
       discretionary matching contributions to the Account of each Participant
       who satisfies the accrual requirements for matching contributions
       specified in Section 3.06 of the Employer's Adoption Agreement. The
       allocation of discretionary matching contributions to a Participant's
       Account is in the same proportion that each Participant's eligible
       contributions bear to the total eligible contributions of all
       Participants. If the discretionary formula is a tiered formula, the
       Advisory Committee will make this allocation separately with respect to
       each tier of eligible contributions, allocating in such manner the amount
       of the matching contributions made with respect to that tier. "Eligible
       contributions" are the Participant's deferral contributions or
       nondeductible contributions eligible for an allocation of matching
       contributions, as specified in Section 3.01 of the Employer's Adoption
       Agreement.

       If the matching contribution formula applies both to deferral
contributions and to Participant nondeductible contributions, the matching
contributions apply first to deferral contributions. Furthermore, the
matching contribution formula does not apply to deferral contributions that
are excess deferrals under Section 14.07. For this purpose: (a) excess
deferrals relate first to deferral contributions for the Plan Year not
otherwise eligible for a matching contribution; and (2) if the Plan Year is
not a calendar year, the excess deferrals for a Plan Year are the last
elective deferrals made for a calendar year. Under a Standardized Plan, an
Employee forfeits any matching contribution attributable to an excess
contribution or to an excess aggregate contribution, unless distributed
pursuant to Sections 14.08 or 14.09. Under a Nonstandardized Plan, this
forfeiture rule applies only if specified in Adoption Agreement Section 3.06.
The provisions of Section 3.05 govern the treatment of any forfeiture
described in this paragraph, and the Advisory Committee will compute a
Participant's ACP under 14.09 by disregarding the forfeiture.

(C)    QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified non-elective contribution to the Qualified Nonelective
Contributions Account of each Participant eligible for an allocation of that
designated contribution, as specified in Section 3.04 of the Employer's
Adoption Agreement. The Advisory Committee will make the allocation to each
eligible Participant's Account in the same ratio that the Participant's
Compensation for the Plan Year bears to the total Compensation of all
eligible Participants for the Plan Year. The Advisory Committee will
determine a Participant's Compensation in accordance with the general
definition of Compensation under Section 1.12 of the Plan, as modified by the
Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

                                       23

<PAGE>

(D)    NONELECTIVE CONTRIBUTIONS. To the extent the Employer makes
nonelective contributions for the Plan Year which, at the time of
contribution, it does not designate as qualified nonelective contributions,
the Advisory Committee will allocate those contributions in accordance with
the elections under Section 3.04 of the Employer's Adoption Agreement. For
purposes of the special nondiscrimination tests described in Sections 14.08
and 14.09, the Advisory Committee may treat nonelective contributions
allocated under this paragraph as qualified nonelective contributions, if the
contributions otherwise satisfy the definition of qualified nonelective
contributions.

       14.07  ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A)    ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals
for a calendar year beginning after December 31, 1986, may not exceed the
402(g) limitation. The 402(g) limitation is the greater of $7,000 or the
adjusted amount determined by the Secretary of the Treasury. If, pursuant to
a salary reduction agreement or pursuant to a cash or deferral election, the
Employer determines the Employee's elective deferrals to the Plan for a
calendar year would exceed the 402(g) limitation, the Employer will suspend
the Employee's salary reduction agreement, if any, until the following
January 1 and pay in cash the portion of a cash or deferral election which
would result in the Employee's elective deferrals for the calendar year
exceeding the 402(g) limitation. If the Advisory Committee determines an
Employee's elective deferrals already contributed to the Plan for a calendar
year exceed the 402(g) limitation, the Advisory Committee will distribute the
amount in excess of the 402(g) limitation (the "excess deferral"), as
adjusted for allocable income, no later than April 15 of the following
calendar year. If the Advisory Committee distributes the excess deferral by
the appropriate April 15, it may make the distribution irrespective of any
other provision under this Plan or under the Code. The Advisory Committee
will reduce the amount of excess deferrals for a calendar year distributable
to the Employee by the amount of excess contributions (as determined in
Section 14.08), if any, previously distributed to the Employee for the Plan
Year beginning in that calendar year.

       If an Employee participates in another plan under which he makes
elective deferrals pursuant to a Code Section 401(k) arrangement, elective
deferrals under a Simplified Employee Pension, or salary reduction
contributions to a tax-sheltered annuity, irrespective of whether the
Employer maintains the other plan, he may provide the Advisory Committee a
written claim for excess deferrals made for a calendar year. The Employee
must submit the claim no later than the March 1 following the close of the
particular calendar year and the claim must specify the amount of the
Employee's elective deferrals under this Plan which are excess deferrals. If
the Advisory Committee receives a timely claim, it will distribute the excess
deferral (as adjusted for allocable income) the Employee has assigned to this
Plan, in accordance with the distribution procedure described in the
immediately preceding paragraph.

(B)    ALLOCABLE INCOME. For purposes of making a distribution of excess
deferrals pursuant to this Section 14.07, allocable income means net income
or net loss allocable to the excess deferrals for the calendar year in which
the Employee made the excess deferral, determined in a manner which is
uniform, nondiscriminatory and reasonably reflective of the manner used by
the Plan to allocate income to Participants' Accounts.

       14.08  ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year,
the Advisory Committee must determine whether the Plan's Code Section 401(k)
arrangement satisfies either of the following ADP tests:

       (i) The average ADP for the Highly Compensated Group does not exceed 1.25
       times the average ADP of the Nonhighly Compensated Group; or

       (ii) The average ADP for the Highly Compensated Group does not exceed the
       average ADP for the Nonhighly Compensated Group by more than two
       percentage points (or the lesser percentage permitted by the multiple use
       limitation in Section 14.10) and the average ADP for the Highly
       Compensated Group is not more than twice the average ADP for the
       Nonhighly Compensated Group.

(A)    CALCULATION OF ADP. The average ADP for a group is the average of the
separate ADPs calculated for each Eligible Employee who is a member of that
group. An Eligible Employee's ADP for a Plan Year is the ratio of the
Eligible Employee's deferral contributions for the Plan Year to the
Employee's Compensation for the Plan Year. For aggregated family members
treated as a single Highly Compensated Employee, the ADP of the family unit
is the ADP determined by combining the deferral contributions and
Compensation of all aggregated family members. A Nonhighly Compensated
Employee's ADP does not include elective deferrals made to this Plan or to
any other Plan maintained by the Employer, to the extent such elective
deferrals exceed the 402(g) limitation described in Section 14.07(A).

       The Advisory Committee, in a manner consistent with Treasury
regulations, may determine the APPs of the Eligible Employees by taking into
account qualified nonelective contributions or qualified matching
contributions, or both, made to this Plan or to any other qualified Plan
maintained by the Employer. The Advisory Committee may not include qualified
nonelective contributions in the ADP test unless the allocation of
nonelective contributions is nondiscriminatory when the Advisory Committee
takes into account all non-elective contributions (including the qualified
nonelective contributions) and also when the Advisory Committee takes into
account only the nonelective contributions not used in either the ADP test
described in this Section 14.08 or the ACP test described in Section 14.09.
For Plan Years beginning after December 31, 1989, the Advisory Committee may
not include in the ADP test any qualified nonelective contributions or
qualified matching contributions under another qualified plan unless that
plan has the same plan year as this Plan. The Advisory Committee must
maintain records to demonstrate compliance with the ADP test, including the
extent to which the Plan used qualified non-elective contributions or
qualified matching contributions to satisfy the test.

       For Plan Years beginning prior to January 1, 1992, the Advisory
Committee may elect to apply a separate ADP test to each component group
under the Plan. Each component group separately must satisfy the commonality
requirement of the Code Section 401(k) regulations and the minimum coverage
requirements of Code Section 410(b). A component group consists of all the
allocations and other benefits, rights and features provided that group of
Employees. An Employee may not be part of more than one component group. The
correction rules described in this Section 14.08 apply separately to each
component group.

(B)    SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To
determine the ADP of any Highly Compensated Employee, the deferral
contributions taken into account must include any elective deferrals made by
the Highly Compensated Employee under any other Code Section 401(k)
arrangement maintained by the Employer, unless the elective deferrals are to
an ESOP. If the plans containing the Code Section 401(k) arrangements have
different plan years, the Advisory Committee will determine the combined
deferral contributions on the basis of the plan years ending in the same
calendar year.

(C)    AGGREGATION OF CERTAIN CODE SECTION 401(k) ARRANGEMENTS. If the
Employer treats two plans as a unit for coverage or nondiscrimination
purposes, the Employer must combine the Code Section 401(k) arrangements
under such plans to determine whether either plan satisfies the ADP test. For
Plan Years beginning after December 31, 1989, an aggregation of Code Section
401(k) arrangements under this paragraph does not apply to plans which have
different plan years and, for Plan Years beginning after December 31, 1988,
the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a
plan) with a non-ESOP plan (or non-ESOP portion of a plan).

(D)    CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section
14.08, the Advisory Committee has elected to include qualified matching
contributions in the average ADP, the Advisory Committee will treat excess
contributions as attributable proportionately to deferral contributions and
to qualified matching contributions allocated on the basis of those deferral
contributions. If the total amount of a Highly Compensated Employee's excess
contributions for the Plan Year exceeds his deferral contributions or
qualified matching contributions for the Plan Year, the Advisory Committee
will treat the remaining portion of his excess contributions as attributable
to qualified nonelective contributions. The Advisory Committee will reduce
the amount of excess contributions for a Plan Year distributable to a Highly
Compensated Employee by the amount of excess deferrals (as determined in
Section 14.07), if any, previously distributed to that Employee for the
Employee's taxable year ending in that Plan Year.

(E)    DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Advisory Committee
determines the Plan fails to satisfy the ADP test for a Plan Year, it must
distribute the excess contributions, as adjusted for allocable income, during
the next Plan Year. However, the Employer will incur an excise tax equal to
10% of the amount of excess contributions for a Plan Year not distributed to
the appropriate Highly Compensated Employees during the first 2 1/2 months of
that next Plan Year. The excess contributions are the amount of deferral
contributions made by the Highly Compensated Employees which causes the Plan
to fail to satisfy the ADP test. The Advisory Committee will distribute to
each Highly Compensated Employee his respective share of the excess
contributions. The Advisory Committee will determine the respective shares of
excess contributions by starting with the Highly Compensated Employee(s) who
has the greatest ADP, reducing his ADP (but not below the next highest ADP),
then, if necessary, reducing the ADP of the Highly Compensated Employee(s) at
the next highest ADP level (including the ADP of the Highly Compensated
Employee(s) whose ADP the Advisory Committee already has reduced), and
continuing in this manner until the average ADP for the Highly Compensated
Group satisfies the ADP test. If the Highly Compensated Employee is part of
an aggregated family group, the Advisory Committee, in accordance with the
applicable Treasury regulations, will determine each aggregated family
member's allocable share of the excess contributions assigned to the family
unit.

(F)    ALLOCABLE INCOME. To determine the amount of the corrective
distribution required under this Section 14.08, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess
contributions arose. "Allocable income" means net income or net loss. To
calculate allocable income for the Plan Year, the Advisory Committee will use
a uniform and nondiscriminatory method which reasonably reflects the manner
used by the Plan to allocate income to Participants' Accounts.

       14.09  NONDISCRIMINATION RULES FOR EMPLOYER MATCHING
CONTRIBUTIONS/PARTICIPANT  NONDEDUCTIBLE  CONTRIBUTIONS. For Plan Years
beginning after December 31, 1986, the Advisory

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<PAGE>

Committee must determine whether the annual Employer matching contributions
(other than qualified matching contributions used in the ADP under Section
14.08), if any, and the Employee contributions, if any, satisfy either of the
following average contribution percentage ("ACP") tests:

       (i) The ACP for the Highly Compensated Group does not exceed 1.25 times
       the ACP of the Nonhighly Compensated Group; or

       (ii) The ACP for the Highly Compensated Group does not exceed the ACP for
       the Nonhighly Compensated Group by more than two percentage points (or
       the lesser percentage permitted by the multiple use limitation in Section
       14.10) and the ACP for the Highly Compensated Group is not more than
       twice the ACP for the Nonhighly Compensated Group.

(A)    CALCULATION OF ACP. The average contribution percentage for a group is
the average of the separate contribution percentages calculated for each
Eligible Employee who is a member of that group. An Eligible Employee's
contribution percentage for a Plan Year is the ratio of the Eligible
Employee's aggregate contributions for the Plan Year to the Employee's
Compensation for the Plan Year. "Aggregate contributions" are Employer
matching contributions (other than qualified matching contributions used in
the ADP test under Section 14.08) and employee contributions (as defined in
Section 14.03). For aggregated family members treated as a single Highly
Compensated Employee, the contribution percentage of the family unit is the
contribution percentage determined by combining the aggregate contributions
and Compensation of all aggregated family members.

       The Advisory Committee, in a manner consistent with Treasury
regulations, may determine the contribution percentages of the Eligible
Employees by taking into account qualified nonelective contributions (other
than qualified nonelective contributions used in the ADP test under Section
14.08) or elective deferrals, or both, made to this Plan or to any other
qualified Plan maintained by the Employer. The Advisory Committee may not
include qualified nonelective contributions in the ACP test unless the
allocation of nonelective contributions is nondiscriminatory when the
Advisory Committee takes into account all nonelective contributions
(including the qualified nonelective contributions) and also when the
Advisory Committee takes into account only the nonelective contributions not
used in either the ADP test described in Section 14.08 or the ACP test
described in this Section 14.09. The Advisory Committee may not include
elective deferrals in the ACP test, unless the Plan which includes the
elective deferrals satisfies the ADP test both with and without the elective
deferrals included in this ACP test. For Plan Years beginning after December
31, 1989, the Advisory Committee may not include in the ACP test any
qualified non-elective contributions or elective deferrals under another
qualified plan unless that plan has the same plan year as this Plan. The
Advisory Committee must maintain records to demonstrate compliance with the
ACP test, including the extent to which the Plan used qualified nonelective
contributions or elective deferrals to satisfy the test. For Plan Years
beginning prior to January 1, 1992, the component group testing rule
permitted under Section 14.08(A) also applies to the ACP test under this
Section 14.09.

(B)    SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To
determine the contribution percentage of any Highly Compensated Employee, the
aggregate contributions taken into account must include any matching
contributions (other than qualified matching contributions used in the ADP
test) and any Employee contributions made on his behalf to any other plan
maintained by the Employer, unless the other plan is an ESOP. If the plans
have different plan years, the Advisory Committee will determine the combined
aggregate contributions on the basis of the plan years ending in the same
calendar year.

(C)    AGGREGATION OF CERTAIN PLANS. If the Employer treats two plans as a
unit for coverage or nondiscrimination purposes, the Employer must combine
the plans to determine whether either plan satisfies the ACP test. This
aggregation rule applies to the contribution percentage determination for all
Eligible Employees, irrespective of whether an Eligible Employee is a Highly
Compensated Employee or a Nonhighly Compensated Employee. For Plan Years
beginning after December 31, 1989, an aggregation of plans under this
paragraph does not apply to plans which have different plan years and, for
Plan Years beginning after December 31, 1988, the Advisory Committee may not
aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or
non-ESOP portion of a plan).

(D)    DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will determine excess aggregate contributions after determining excess
deferrals under Section 14.07 and excess contributions under Section 14.08.
If the Advisory Committee determines the Plan fails to satisfy the ACP test
for a Plan Year, it must distribute the excess aggregate contributions, as
adjusted for allocable income, during the next Plan Year. However, the
Employer will incur an excise tax equal to 10% of the amount of excess
aggregate contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees during the first 2 1/2 months of that next Plan
Year. The excess aggregate contributions are the amount of aggregate
contributions allocated on behalf of the Highly Compensated Employees which
causes the Plan to fail to satisfy the ACP test. The Advisory Committee will
distribute to each Highly Compensated Employee his respective share of the
excess aggregate contributions. The Advisory Committee will determine the
respective shares of excess aggregate contributions by starting with the
Highly Compensated Employee(s) who has the greatest contribution percentage,
reducing his contribution percentage (but not below the next highest
contribution percentage), then, if necessary, reducing the contribution
percentage of the Highly Compensated Employee(s) at the next highest
contribution percentage level (including the contribution percentage of the
Highly Compensated Employee(s) whose contribution percentage the Advisory
Committee already has reduced), and continuing in this manner until the ACP
for the Highly Compensated Group satisfies the ACP test. If the Highly
Compensated Employee is part of an aggregated family group, the Advisory
Committee, in accordance with the applicable Treasury regulations, will
determine each aggregated family member's allocable share of the excess
aggregate contributions assigned to the family unit.

(E)    ALLOCABLE INCOME. To determine the amount of the corrective
distribution required under this Section 14.09, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess
aggregate contributions arose. "Allocable income" means net income or net
loss. The Advisory Committee will determine allocable income in the same
manner as described in Section 14.08(F) for excess contributions, except the
numerator of the allocation fraction will be the Highly Compensated
Employee's excess aggregate contributions and the denominator of the
allocation fraction will be the Employee's Accrued Benefit attributable to
aggregate contributions and, if applicable, to qualified nonelective
contributions and elective deferrals included in the ACP test for the Plan
Year or for any prior Plan Year.

(F)    CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory
Committee will treat a Highly Compensated Employee's allocable share of
excess aggregate contributions in the following priority: (1) first as
attributable to his Employee contributions which are voluntary contributions,
if any; (2) then as matching contributions allocable with respect to excess
contributions determined under the ADP test described in Section 14.08; (3)
then on a pro rata basis to matching contributions and to the deferral
contributions relating to those matching contributions which the Advisory
Committee has included in the ACP test; (4) then on a pro rata basis to
Employee contributions which are mandatory contributions, if any, and to the
matching contributions allocated on the basis of those mandatory
contributions: and (5) last to qualified nonelective contributions used in
the ACP test. To the extent the Highly Compensated Employee's excess
aggregate contributions are attributable to matching contributions, and he is
not 100% vested in his Accrued Benefit attributable to matching
contributions, the Advisory Committee will distribute only the vested portion
and forfeit the nonvested portion. The vested portion of the Highly
Compensated Employee's excess aggregate contributions attributable to
Employer matching contributions is the total amount of such excess aggregate
contributions (as adjusted for allocable income) multiplied by his vested
percentage (determined as of the last day of the Plan Year for which the
Employer made the matching contribution). The Employer will specify in
Adoption Agreement Section 3.05 the manner in which the Plan will allocate
forfeited excess aggregate contributions.

       14.10  MULTIPLE USE LIMITATION. For Plan Years beginning after
December 31, 1988, if at least one Highly Compensated Employee is includible
in the ADP test under Section 14.08 and in the ACP test under Section 14.09,
the sum of the Highly Compensated Group's ADP and ACP may not exceed the
multiple use limitation.

       The multiple use limitation is the sum of(i) and (ii):

       (i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated
       Group under the Code Section 401(k) arrangement; or (b) the ACP of the
       Nonhighly Compensated Group for the Plan Year beginning with or
       within the Plan Year of the Code Section 401(k) arrangement.

       (ii) 2% plus the lesser of(i)(a) or (i)(b), but no more than twice the
       lesser of (i)(a) or (i)(b).

       The Advisory Committee, in lieu of determining the multiple use
limitation as the sum of(i) and (ii), may elect to determine the multiple use
limitation as the sum of (iii) and (iv):

       (iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated
       Group under the Code Section 401(k) arrangement; or (b) the ACP of the
       Nonhighly Compensated Group for the Plan Year beginning with or
       within the Plan Year of the Code Section 401(k) arrangement.

       (iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than twice
       the greater of (iii)(a) or (iii)(b).

       The Advisory Committee will determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 14.08 and
the ACP test under Section 14.09 and after making any corrective
distributions required by those Sections. If, after applying this Section
14.10, the Advisory Committee determines the Plan has failed to satisfy the
multiple use limitation, the Advisory Committee will correct the failure by
treating the excess amount as excess contributions under Section 14.08 or as
excess aggregate contributions under Section 14.09 as it determines in its
sole discretion. This Section 14.10 does not apply unless, prior to
application of the

                                       25

<PAGE>

multiple use limitation, the ADP and the ACP of the Highly Compensated Group
each exceeds 125% of the respective percentages for the Nonhighly Compensated
Group.

       14.11  DISTRIBUTION RESTRICTIONS. The Employer must elect in Section
6.03 the Adoption Agreement the distribution events permitted under the Plan.
The distribution events applicable to the Participant's Deferral
Contributions Account, Qualified Nonelective Contributions Account and
Qualified Matching Contributions Account must satisfy the distribution
restrictions described in paragraph (m) of Section 14.03.

(A)    HARDSHIP DISTRIBUTIONS FROM DEFERRAL CONTRIBUTIONS ACCOUNT. The
Employer must elect in Adoption Agreement Section 6.03 whether a Participant
may receive hardship distributions from his Deferral Contributions Account
prior to the Participant's Separation from Service. Hardship distributions
from the Deferral Contributions Account must satisfy the requirements of this
Section 14.11. A hardship distribution option may not apply to the
Participant's Qualified Nonelective Contributions Account or Qualified
Matching Contributions Account, except as provided in paragraph (3).

       (1) DEFINITION OF HARDSHIP. A hardship distribution under this Section
14.11 must be on account of one or more of the following immediate and heavy
financial needs: (1) medical care described in Code Section 213(d) incurred
by the Participant, by the Participant's spouse, or by any of the
Participant's dependents, or necessary to obtain such medical care; (2) the
purchase (excluding mortgage payments) of a principal residence for the
Participant; (3) the payment of post-secondary education tuition and related
educational fees, for the next 12-month period, for the Participant, for the
Participant's spouse, or for any of the Participant's dependents (as defined
in Code Section 152); (4) to prevent the eviction of the Participant from his
principal residence or the foreclosure on the mortgage of the Participant's
principal residence; or (5) any need prescribed by the Revenue Service in a
revenue ruling, notice or other document of general applicability which
satisfies the safe harbor definition of hardship.

       (2) RESTRICTIONS. The following restrictions apply to a Participant
who receives a hardship distribution: (a) the Participant may not make
elective deferrals or employee contributions to the Plan for the 12-month
period following the date of his hardship distribution; (b) the distribution
is not in excess of the amount of the immediate and heavy financial need
(including any amounts necessary to pay any federal, state or local income
taxes or penalties reasonably anticipated to result from the distribution);
(c) the Participant must have obtained all distributions, other than hardship
distributions, and all nontaxable loans (determined at the time of the loan)
currently available under this Plan and all other qualified plans maintained
by the Employer; and (d) the Participant agrees to limit elective deferrals
under this Plan and under any other qualified Plan maintained by the
Employer, for the Participant's taxable year immediately following the
taxable year of the hardship distribution, to the 402(g) limitation (as
described in Section 14.07), reduced by the amount of the Participant's
elective deferrals made in the taxable year of the hardship distribution. The
suspension of elective deferrals and employee contributions described in
clause (a) also must apply to all other qualified plans and to all
nonqualified plans of deferred compensation maintained by the Employer, other
than any mandatory employee contribution portion of a defined benefit plan,
including stock option, stock purchase and other similar plans, but not
including health or welfare benefit plans (other than the cash or deferred
arrangement portion of a cafeteria plan).

       (3) EARNINGS. For Plan Years beginning after December 31, 1988, a
hardship distribution under this Section 14.11 may not include earnings on an
Employee's elective deferrals credited after December 31, 1988. Qualified
matching contributions and qualified nonelective contributions, and any
earnings on such contributions credited as of December 31, 1988, are subject
to the hardship withdrawal only if the Employer specifies in an addendum to
this Section 14.11. The addendum may modify the December 31, 1988, date for
purposes of determining credited amounts provided the date is not later than
the end of the last Plan year ending before July 1, 1989.

(B)    DISTRIBUTIONS AFTER SEPARATION FROM SERVICE. Following the
Participant's Separation from Service, the distribution events applicable to
the Participant apply equally to all of the Participant's Accounts, except as
elected in Section 6.03 of the Employer's Adoption Agreement.

(C)    CORRECTION OF ANNUAL ADDITIONS LIMITATION. If, as a result of a
reasonable error in determining the amount of elective deferrals an Employee
may make without violating the limitations of Part 2 of Article III, an
Excess Amount results, the Advisory Committee will return the Excess Amount
(as adjusted for allocable income) attributable to the elective deferrals.
The Advisory Committee will make this distribution before taking any
corrective steps pursuant to Section 3.10 or to Section 3.16. The Advisory
Committee will disregard any elective deferrals returned under this Section
14.11(C) for purposes of Sections 14.07, 14.08 and 14.09.

    14.12  SPECIAL ALLOCATION RULES.  If the Code Section 401(k) arrangement
provides for salary reduction contributions, if the Plan accepts Employee
contributions, pursuant to adoption Agreement Section 4.01, or if the Plan
allocates matching contributions as of any date other than the last day of
the Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any
special allocation provisions will apply under Section 9.11 of the Plan. For
purposes of the elections:

       (a) A "segregated Account" direction means the Advisory Committee will
       establish a segregated Account for the applicable contributions made on
       the Participant's behalf during the Plan Year. The Trustee must invest
       the segregated Account in Federally insured interest bearing savings
       account(s) or time deposits, or a combination of both, or in any other
       fixed income investments, unless otherwise specified in the Employer's
       Adoption Agreement. As of the last day of each Plan Year (or, if earlier,
       an allocation date coinciding with a valuation date described in Section
       9.11), the Advisory Committee will reallocate the segregated Account to
       the Participant's appropriate Account, in accordance with Section 3.04 or
       Section 4.06, whichever applies to the contributions.

       (b) A "weighted average allocation" method will treat a weighted portion
       of the applicable contributions as if includible in the Participant's
       Account as of the beginning of the valuation period. The weighted portion
       is a fraction, the numerator of which is the number of months in the
       valuation period, excluding each month in the valuation period which
       begins prior to the contribution date of the applicable contributions,
       and the denominator of which is the number of months in the valuation
       period. The Employer may elect in its Adoption Agreement to substitute a
       weighting period other than months for purposes of this weighted average
       allocation.

                                       26

<PAGE>

                                      APPENDIX

                                     ARTICLE A

       This Article is necessary to comply with the Unemployment Compensation
Amendments of 1992 and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

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

       A-2. DEFINITIONS.

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

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

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

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

                                      ARTICLE B

       This Article is necessary to comply with the Omnibus Budget
Reconciliation Act of 1993 (OBRA '93) and is an integral part of the basic
plan document. Section 12.08 applies to any modification or amendment of this
Article.

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

                                     ARTICLE C
                          REV. RUL. 94-76 MODEL AMENDMENT

Money purchase pension plans may not allow in-service withdrawals. Profit
sharing, 401(k) and stock bonus plans may adopt provisions under which a
participant may receive plan assets while still employed. In Revenue Ruling
94-76, the Internal Revenue Service held that money purchase pension plan
assets transferred to a profit sharing, 401(k) or stock bonus plan allowing
in-service withdrawals may not be withdrawn. This Article is necessary to
comply with the IRS' Rev. Rul. 94-76. This Article is effective on the first
day of the first Plan Year beginning on or after December 12, 1994, or, if
later, March 12, 1995.

Notwithstanding any provisions of this Plan to the contrary, to the extent
that any optional form of benefit under this Plan permits a distribution
prior to the Employee's retirement, death, disability, or severance from
employment, and prior to plan termination, the optional form of benefits is
not available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within
the meaning of Code Section 414(1), to this Plan from a money purchase
pension plan qualified under Code Section 401(a) (other than any portion of
those assets and liabilities attributable to voluntary Employee
contributions).

                                     ARTICLE D
                               USERRA MODEL AMENDMENT

The Uniformed Services Employment and Reemployment Rights Act of 1994
("USERRA") entitles qualified military service members who are reemployed by
their employers to the restoration of Plan benefits they would have accrued
but for the military service. This includes allowing the employee to make
"catch-up" contributions to a 401(k) plan and requires the employer to make
any matching, profit sharing or other contributions which would have been
made had the employee not taken military leave. In addition, Plan loan
repayments may be suspended during the period of military leave. This Article
permits the Plan to be administered in a manner which complies with USERRA.
This Article is effective as of December 12, 1994.

Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will
be provided in accordance with Code Section 414(u). Loan repayments will be
suspended under this Plan as permitted under Code Section 414(u)(4).

                                       27