<PAGE>

                         THE DROVERS AND MECHANICS BANK
                              SALARY DEFERRAL PLAN


                              ORIGINALLY EFFECTIVE
                                  JULY 1, 1986


                        AS AMENDED AND RESTATED EFFECTIVE
                                  JULY 1, 1989

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                  <C>
ARTICLE I DEFINITIONS.................................................................1
   Section 1.1. References............................................................1
   Section 1.2. Compensation..........................................................1
   Section 1.3. Dates.................................................................4
   Section 1.4. Employee..............................................................5
   Section 1.5. Employer..............................................................7
   Section 1.6. Fiduciaries...........................................................7
   Section 1.7. Participant/Beneficiary...............................................8
   Section 1.8. Participant Accounts..................................................8
   Section 1.9. Plan..................................................................9
   Section 1.10. Service..............................................................9
   Section 1.11. Trust...............................................................11

ARTICLE II PARTICIPATION.............................................................11
   Section 2.1. Eligibility Service..................................................11
   Section 2.2. Plan Participation...................................................11
   Section 2.3. Termination of Participation.........................................12
   Section 2.4. Re-Participation (Break In Service Rules)............................12

ARTICLE III ALLOCATIONS TO PARTICIPANT ACCOUNTS......................................13
   Section 3.1. General Provisions...................................................13
   Section 3.2. Profit Sharing Contributions.........................................14
   Section 3.3. Qualified Non-Elective Contributions.................................14
   Section 3.4. Employee 401(k) Elective Deferral Contributions......................15
   Section 3.5. Employee Nondeductible Contributions.................................17
   Section 3.6. Employer Matching Contributions......................................17
   Section 3.7. Rollover/Transfer Contributions......................................18
   Section 3.8. Allocation of Investment Results.....................................19

ARTICLE IV PAYMENT OF PARTICIPANT ACCOUNTS...........................................19
   Section 4.1. Vesting Service Rules................................................19
   Section 4.2. Vesting of Participant Accounts......................................20
   Section 4.3. Payment of Participant Accounts......................................24
   Section 4.4. In-Service Payments..................................................28
   Section 4.5. Distributions under Domestic Relations Orders........................29

ARTICLE V ADDITIONAL QUALIFICATION RULES.............................................30
   Section 5.1. Limitations on Allocations under Code Section 415....................30
   Section 5.2. Control of Trades or Businesses by Owner-Employee....................36
   Section 5.3. Joint and Survivor Annuity Requirements..............................37
   Section 5.4. Distribution Requirements............................................43
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
   Section 5.5. Top Heavy Provisions..................................................49
   Section 5.6. Limitations and Conditions Regarding Contributions under
        Code Sections 402(g), 401(k) and 401(m).......................................53
   Section 5.7. Deductible Voluntary Employee Contributions...........................63

ARTICLE VI ADMINISTRATION OF THE PLAN.................................................63
   Section 6.1. Fiduciary Responsibility..............................................63
   Section 6.2. Plan Administrator....................................................64
   Section 6.3. Claims Procedure......................................................66
   Section 6.4. Trust Fund............................................................66

ARTICLE VII AMENDMENT AND TERMINATION OF PLAN.........................................67
   Section 7.1. Right to Discontinue and Amend........................................67
   Section 7.2. Amendments............................................................67
   Section 7.3. Protection of Benefits in Case of Plan Merger.........................68
   Section 7.4. Termination of Plan...................................................69

ARTICLE VIII MISCELLANEOUS PROVISIONS.................................................69
   Section 8.1. Exclusive Benefit - Non-Reversion.....................................69
   Section 8.2. Inalienability of Benefits............................................70
   Section 8.3. Employer-Employee Relationship........................................70
   Section 8.4. Binding Agreement.....................................................70
   Section 8.5. Separability..........................................................70
   Section 8.6. Construction..........................................................70
   Section 8.7. Copies of Plan........................................................70
   Section 8.8. Interpretation........................................................71
</TABLE>

                                                                              ii

<PAGE>

                         The Drovers And Mechanics Bank
                              Salary Deferral Plan

         This amended and restated plan, executed on the date indicated at the
end hereof, is made effective as of July 1, 1989, except as provided otherwise
in Section 1.3(c), by The Drovers and Mechanics Bank, a Corporation, with its
principal office located in York, PA.

                              W I T N E S S E T H :

         WHEREAS, effective July 1, 1986, the employer established the plan for
its employees and desires to continue to maintain a permanent qualified plan in
order to provide its employees and their beneficiaries with financial security
in the event of retirement, disability or death; and

         WHEREAS, it is desired to amend said plan;

         NOW THEREFORE, the premises considered, the original plan is hereby
replaced by this amended and restated plan, and the following are the provisions
of the qualified plan of the employer as restated herein; provided, however,
that each employee who was previously a participant shall remain a participant,
and no employee who was a participant in the plan before the date of amendment
shall receive a benefit under this amended plan which is less than the benefit
he was then entitled to receive under the plan as of the day prior to the
amendment.

                                   ARTICLE I
                                   DEFINITIONS

         Section 1.1. References
         ------------ ----------

         (a) Code means the Internal Revenue Code of 1986, as it may be amended
from time to time.

         (b) ERISA means the Employee Retirement Income Security Act of 1974, as
             -----
amended.

         Section 1.2. Compensation
         ------------ ------------

         (a) Compensation means, except as provided in paragraph (b) hereof, any
             ------------
earnings reportable as W-2 wages for Federal income tax withholding purposes and
earned income, plus elective contributions, for the plan year.

         Elective contributions are amounts excludible from the employee's gross
income and contributed by the employer, at the employee's election to:

               (1) A cafeteria plan (excludible under Code Section 125);

<PAGE>


         (2) A Code Section 401(k) arrangement (excludible under Code Section
402(a)(8));

         (3) A simplified employee pension (excludible under Code Section
402(h)); or

         (4) A tax sheltered annuity (excludible under Code Section 403(b)).

     "Earned Income" means net earnings from self-employment in the trade or
business with respect to which the employer has established the plan, provided
that personal services of the individual are a material income producing factor.
Net earnings shall be determined without regard to items excluded from gross
income and the deductions allocable to those items. Net earnings shall be
determined 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.

     Any reference in this plan to compensation shall be a reference to the
definition in this Section 1.2, unless the plan reference specifies a
modification to this definition. The plan administrator shall take into account
only compensation actually paid by the employer 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.
Compensation from an employer which is not a participating employer under this
plan shall be excluded.

     (b) Exclusions From Compensation - Notwithstanding the provisions of
         ----------------------------
paragraph 1.2(a), the following types of remuneration shall be excluded from the
participant's compensation:

         No exclusions from compensation.

     (c) Limitations on Compensation -
         ---------------------------

         (1) Compensation Dollar Limitation - For any plan year beginning after
             ------------------------------
December 31, 1993, the plan administrator shall take into account only the first
$150,000 (or beginning January 1, 1995, such larger amount as the Commissioner
of Internal Revenue may prescribe) of any participant's compensation for
determining all benefits provided under the plan. For any plan year beginning
after December 31, 1988 but before January 1, 1994, the plan administrator shall
take into account only the first $200,000 (or for plan years after December 31,
1989 but before January 1, 1994, such larger amount as the Commissioner of
Internal Revenue may prescribe) of any participant's compensation for
determining all benefits provided under the plan. The compensation dollar
limitation for a plan year shall be the limitation amount in effect on January 1
of the calendar year in which the plan year begins. For any plan year beginning
before January 1, 1989, the compensation dollar limitation (but not the family
aggregation requirement described in the next paragraph) applies only if the
plan is top-heavy for such plan

                                                                               2

<PAGE>

year or operates as a deemed top-heavy plan for such plan year. If the plan
should determine compensation on a period of time that contains fewer than 12
calendar months (such as for a short plan year), the annual compensation dollar
limitation shall be an amount equal to the compensation dollar limitation for
the plan year multiplied by the ratio obtained by dividing the number of full
months in the period by 12.

         (2) Application of Compensation Limitation to Certain Family Members -
             ----------------------------------------------------------------
The compensation dollar limitation applies to the combined compensation of the
employee and of any family member aggregated with the employee under Code
Section 414(q)(6) who is either (A) the employee's spouse, or (B) 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 compensation dollar
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
compensation dollar limitation as the effected participant's compensation
(without regard to the compensation dollar limitation) bears to the combined
compensation of all the effected participants in the family unit. If the plan
uses permitted disparity, the plan administrator first shall determine the
integration level of each effected family member participant using actual
compensation. The total of the effected participants' compensations equal to or
less than the applicable integration levels may not exceed the compensation
dollar limitation. The combined excess compensation of the effected participants
in the family unit may not exceed the compensation dollar limitation minus the
amount determined under the preceding sentence. If the combined excess
compensation exceeds this limitation, the plan administrator will prorate the
limitation on the excess compensation among the effected participants in the
family unit in proportion to each such individual's actual compensation minus
his integration level.

     (d) Compensation for Nondiscrimination Test - For purposes of determining
         ---------------------------------------
whether the plan discriminates in favor of highly compensated employees,
compensation means compensation as defined in this Section 1.2, except that the
employer will not give effect to any exclusion from compensation specified in
Section 1.2(b). Notwithstanding the above, the employer 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.

     (e) Compensation for Compliance with Section 5.6 - For purposes of
         --------------------------------------------
conducting the actual deferral percentage test or the average contribution
percentage test, compensation means compensation as defined in Section 1.2(a)
for the entire plan year.

                                                                               3

<PAGE>

     Section 1.3. Dates
     ------------ -----

     (a) Accounting Date means the dates on which investment results are
         ---------------
allocated to participants' accounts:

     December 31, March 31, June 30 and September 30 are investment allocation
dates.

     (b) Allocation Date means the date(s) on which any contribution is
allocated to participants' accounts as follows:

     Qualified non-elective contributions shall be allocated as of the last day
of the plan year.

     Employee contributions (whether elective deferrals or nondeductible) shall
be allocated on the date of receipt by the plan.

     Employer matching contributions shall be allocated as of the date employee
contributions subject to matching are received and allocated.

     The allocation period applicable to a particular employer matching
         -----------------
contribution allocation date shall be the period commencing as of the day
following the immediately previous allocation date and ending on the particular
allocation date. For the purpose of a participant's contribution made pursuant
to a salary reduction election for an incentive bonus, the allocation period
shall be the date the incentive bonus is otherwise paid to the employees and
compensation for the allocation period shall mean the incentive bonus
compensation.

     (c) The Effective Date of the plan is July 1, 1986.
             --------------

     The effective date of this amendment and restatement is July 1, 1989;
provided, however that the plan provisions required to comply with the Tax
Reform Act of 1986 (TRA `86), the Omnibus Budget Reconciliation Act of 1986
(OBRA `86), the Omnibus Budget Reconciliation Act of 1987 (OBRA `87), and the
Technical and Miscellaneous Revenue Act of 1988 (TAMRA) shall generally be
effective on the first day of the plan year beginning after December 31, 1988,
except as specified otherwise in this plan or in TRA `86, OBRA `86, OBRA `87 or
TAMRA. The plan provisions required to comply with the 1989 Revenue
Reconciliation Act shall generally be effective on the first day of the plan
year beginning after December 31, 1989, except as specified otherwise in this
plan or in said Act.

     Notwithstanding anything herein to the contrary, the provisions noted below
shall become effective on the alternate effective date indicated. If the
alternate effective date is subsequent to the effective date of this amendment,
the prior provisions of the plan shall continue in effect until such alternate
effective date.

                                                                               4

<PAGE>

Reference                                        Alternate Effective Date
---------                                        ------------------------

Section 4.2(b)  Forfeitures                      January 1, 1992

Section 4.3(b)  IRA Rollover/Plan Transfer       January 1, 1993


     (d) Plan Entry Date means the participation date(s) specified in Article
         ---------------
II.

     (e) Plan Year means the 12-consecutive month period beginning on January 1
         ---------
and ending on December 31.

     (f) Limitation Year (for purposes of limitations on benefits and
         ---------------
contributions under Code Section 415) means the plan year.

     Section 1.4. Employee
     ------------ --------

     (a)

         (1) Employee means any person employed by the employer, including an
owner-employee or other self-employed individual (as defined in paragraph (3)).
The term employee shall include any employee of the employer maintaining the
plan or of any other employer required to be aggregated with such employer under
Code Sections 414(b), (c), (m) or (o). The term employee shall also include any
leased employee deemed to be an employee of any employer as provided in Code
Sections 414(n) or (o) and as defined in paragraph (2).

         (2) Leased Employee means 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 1.4(a)(2), compensation from the leasing organization which is
attributable to services performed for the employer shall be considered as
compensation under the plan. Contributions or benefits provided a leased
employee by the leasing organization which are attributable to services
performed for the employer shall be treated as provided by the employer.

     Safe harbor plan exception - The plan shall 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

                                                                               5

<PAGE>

determine the 10% contribution on the basis of compensation as defined in Code
Section 415(c)(3) plus elective contributions.

         (3) Owner-Employee/Self Employed Individual - Owner-employee means a
             ---------------------------------------
self-employed individual who is a sole proprietor, (if the employer is a sole
proprietorship) or who is a partner (if the employer is a partnership) owning
more than 10 percent of either the capital or profits interest of the
partnership. Self-employed individual means an individual who has earned income
for the taxable year from the trade or business for which the plan is
established, or who would have had earned income but for the fact that the trade
or business had no net profits for the taxable year.

     (b) Highly Compensated Employee means an employee who, during the plan year
         ---------------------------
or during the preceding 12-month period:

         (1) 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);

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

         (3) 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

         (4) 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 (2), (3) or (4) in the
plan year but did not satisfy clause (2), (3) or (4) during the preceding
12-month period and does not satisfy clause (1) in either period, then 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 (4) shall 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 (4) for the relevant year, the highest paid
officer will be treated as satisfying clause (4) for that year.

     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 before January 1, 1987,
he is a highly compensated employee only if he satisfied clause (1) of this
Section 1.4(b) or received compensation in excess of $50,000 during the year of
his separation from service (or the prior year), or during any year ending after
his 54th birthday.

                                                                               6

<PAGE>

     For purposes of determining who is a highly compensated employee under this
Section 1.4(b), compensation means compensation as defined in Section 1.2,
except that any exclusions from compensation specified in Section 1.2 (b) shall
not apply. The plan administrator shall 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 (4) 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 Code, in a manner consistent with applicable Treasury regulations, the plan
administrator 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.

     Section 1.5. Employer
     ------------ --------

     Employer means The Drovers and Mechanics Bank or any successor entity by
merger, purchase, consolidation, or otherwise; or an organization affiliated
with the employer which may assume the obligations of this plan with respect to
its employees by becoming a party to this plan. Another employer whether or not
it is affiliated with the sponsor employer may adopt this plan to cover its
employees by filing with the sponsor employer a written resolution adopting the
plan, upon which the sponsor employer shall indicate its acceptance of such
employer as an employer under the plan. Each such employer shall be deemed to be
the employer only as to persons who are on its payroll.

     The following employer has adopted this plan and has been accepted by the
sponsor employer on or before the date this amendment is executed:

          Participating Employer                  EIN
          ----------------------                  ---
    Drovers Settlement Services, LLC         23-3039923

     Section 1.6. Fiduciaries
     ------------ -----------

     (a) Named Fiduciary means the person or persons having fiduciary
         ---------------
responsibility for the management and control of plan assets.

                                                                               7

<PAGE>

     (b) Plan administrator means the person or persons appointed by the named
         ------------------
fiduciary to administer the plan.

     (c) Trustee means the trustee named in the trust agreement executed
         -------
pursuant to this plan, or any duly appointed successor trustee.

     (d) Investment Manager means a person or corporation other than the trustee
         ------------------
appointed for the investment of plan assets.


     Section 1.7. Participant/Beneficiary
     ------------ -----------------------

     (a) Participant means an eligible employee of the employer who becomes a
member of the plan pursuant to the provisions of Article II, or a former
employee who has an accrued benefit under the plan.

     (b) Beneficiary means 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, or a trustee's duty to provide to the beneficiary)
information or data concerning the plan shall not arise until he first becomes
entitled to receive a benefit under the plan.

     Section 1.8. Participant Accounts
     ------------ --------------------

     (a) Profit Sharing Account means the balance of the separate account
         ----------------------
derived from profit sharing employer contributions, including forfeitures (if
any) (if so provided under Section 3.2).

     (b) Qualified Non-elective Contribution Account means the balance of the
         -------------------------------------------
separate account derived from employer's qualified non-elective contributions
(if so provided under Section 3.3).

     (c) Employee 401(k) Elective Deferral Account means the balance of the
         -----------------------------------------
separate account derived from the participant's elective deferrals (if so
provided under Section 3.4).

     (d) Employee Nondeductible Contribution Account means the balance of the
         -------------------------------------------
separate account derived from the participant's non-deductible employee
contributions (if so provided under Section 3.5).

     (e) Employer Matching Contribution Account means the balance of the
         --------------------------------------
separate account derived from employer's matching contributions (if so provided
under Section 3.6).

     (f) Rollover/Transfer Account means the balance of the separate account
         -------------------------
derived from rollover contributions and/or transfer contributions (if so
provided under Section 3.7).

                                                                               8

<PAGE>

     (g) Recharacterized Funds Account means the balance of the separate account
         -----------------------------
derived from recharacterized amounts treated as being contributed by the
participant (if so provided under Section 3.5(c)).

     (h) Accrued Benefit means the total of the participant's account balances
         ---------------
as of the accounting date falling on or before the day on which the accrued
benefit is being determined.

     Section 1.9. Plan
     ------------ ----

     Plan means The Drovers And Mechanics Bank Salary Deferral Plan as set forth
herein and as it may be amended from time to time.

     Section 1.10. Service
     ------------- -------

     (a) 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 that the employee no longer has
an employment relationship with the employer.

     (b)

         (1) Hour of Service means:
             ---------------

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

            (B) Each hour for which an employee is paid, or entitled to payment,
by the employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disability), layoff,
jury duty, military duty or leave of absence. No more than 501 hours of service
shall be credited under this paragraph for any single continuous period (whether
or not such period occurs in a single computation period). An hour of service
shall not be credited to an employee under this paragraph if the employee is
paid, or entitled to payment, under a plan maintained solely for the purpose of
complying with applicable worker's compensation or unemployment compensation or
disability insurance laws. Hours under this paragraph shall be calculated and
credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations
which are incorporated herein by this reference; and

            (C) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the employer. The same hours of
service shall not be credited both under paragraph (A) or paragraph (B), as the
case may be, and under this paragraph (C). These hours shall be credited to the
employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made.

                                                                               9

<PAGE>

     Hours of service shall be determined on the basis of actual hours for which
an employee is paid or entitled to payment. The above provisions shall be
construed so as to resolve any ambiguities in favor of crediting employees with
hours of service.

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

         (3) Hours of service shall be credited for employment with other
members of an affiliated service group (under Code Section 414(m)), a controlled
group of corporations (under Code Section 414(b)), or a group of trades or
businesses under common control (under Code Section 414(c)), of which the
adopting employer is a member. Hours of service shall also be credited for any
leased employee who is considered an employee for purposes of this plan under
Code Section 414(n) or Code Section 414(o).

     (c)

         (1) Year of Service means a 12-consecutive month computation period
             ---------------
during which the employee completes the required number of hours of service with
the employer as specified in Sections 2.1 or 4.1.

         (2) Predecessor Service - If the employer maintains the plan of a
             -------------------
predecessor employer, service with such predecessor employer shall be treated as
service for the employer. If the employer does not maintain the plan of a
predecessor employer, then service as an employee of a predecessor employer
shall not be considered as service under the plan, except as noted below:

             - No credit for predecessor service.

     Service as an employee of a predecessor employer shall be considered as
service for the employer hereunder for the purposes of applying the limitations
on benefits and allocations under Code Section 415.

                                                                              10

<PAGE>

     (d) Break in Service (or One Year Break in Service) means a 12-consecutive
         ----------------
month computation period during which a participant or former participant does
not complete the specified number of hours of service with the employer as set
forth in Sections 2.1(b) and 4.1(b).

     Section 1.11. Trust
     ------------- -----

     (a) Trust means the qualified trust created under the employer's plan.
         -----

     (b) Trust Fund means all property held or acquired by the plan.
         ----------

                                   ARTICLE II
                                  PARTICIPATION

     Section 2.1. Eligibility Service
     ------------ -------------------

     (a) Eligibility Year of Service means an eligibility computation period
         ---------------------------
during which the employee completes at least 1,000 hours of service with the
employer.

     (b) One Year Break in Service means for the purposes of this Article II an
         -------------------------
eligibility computation period during which the participant or former
participant does not complete more than 500 hours of service with the employer.

     (c) Eligibility Computation Period - The initial eligibility computation
         ------------------------------
period shall be the 12-consecutive month period beginning with the day on which
the employee first performs an hour of service with the employer (employment
commencement date).

     Succeeding eligibility computation periods shall coincide with the plan
year, beginning with the first plan year which commences prior to the first
anniversary of the employee's employment commencement date regardless of whether
the employee is credited with the required number of hours of service during the
initial eligibility computation period. An employee who is credited with the
required number of hours of service in both the initial eligibility computation
period and the first plan year which commences prior to the first anniversary of
the employee's employment commencement date shall be credited with two years of
service for purposes of eligibility to participate.

     Section 2.2. Plan Participation
     ------------ ------------------

     (a) Eligibility
         -----------

         (1) Age/service requirements - An employee who is a member of the
             ------------------------
eligible class of employees shall be eligible for plan participation after he
has satisfied the following participation requirements:

             (A) Completion of 1 year of service, and

                                                                              11

<PAGE>

             (B) Attainment of age 21.

         (2) Eligible class of employees - All employees of the employer shall
             ---------------------------
be eligible to be covered under the plan; provided, however, that leased
employees who are considered employees under the plan shall not be eligible for
participation, unless such exclusion would cause the plan to fail to satisfy the
participation test or the coverage test of Code Section 410 or the
nondiscrimination requirements of Code Section 401(a)(4).

     (b) Entry Date - An eligible employee shall participate in the plan on the
         ----------
earlier of the January 1, April 1, July 1, or October 1 entry date coinciding
with or immediately following the date on which he has met the age and service
requirements. If an employee who is not a member of the eligible class of
employees becomes a member of the eligible class, such employee shall
participate immediately, if he has satisfied the age and service requirements
and would have otherwise previously become a participant.

     Section 2.3. Termination of Participation
     ------------ ----------------------------

     A participant shall continue to be an active participant of the plan so
long as he is a member of the eligible class of employees and he does not incur
a one-year break in service due to termination of employment. He shall become an
inactive participant when he incurs a one-year break in service due to
termination of employment, or at the end of the plan year during which he ceases
to be a member of the eligible class of employees. He shall cease participation
completely upon the later of his receipt of a total distribution of his
nonforfeitable account balance(s) under the plan or the forfeiture of the
nonvested portion of the account balance(s).

     Section 2.4. Re-Participation (Break In Service Rules)
     ------------ -----------------------------------------

     (a) Vested Participant - A former participant who had a nonforfeitable
         ------------------
right to all or a portion of his account balance derived from employer
contributions at the time of his termination from service shall become a
participant immediately upon returning to the employ of the employer, if he is a
member of the eligible class of employees.

     (b) Nonvested Participant - In the case of a former participant who did not
         ---------------------
have any nonforfeitable right to his account balance derived from employer
contributions at the time of his termination from service, years of service
before a period of consecutive one-year breaks in service shall not be taken
into account in computing service if the number of consecutive one-year breaks
in service in such period equals or exceeds the greater of 5 or the aggregate
number of years of service before such breaks in service. Such aggregate number
of years of service shall not include any years of service disregarded under the
preceding sentence by reason of prior breaks in service.

     If such former participant's years of service before termination from
service are disregarded pursuant to the preceding paragraph, he shall be
considered a new employee for eligibility purposes. If such former participant's
years of service before termination from service may not be disregarded pursuant
to the preceding paragraph, he shall participate immediately

                                                                              12

<PAGE>

upon returning to the employ of the employer, if he is a member of the eligible
class of employees.

     (c) Return to Eligible Class - If a participant becomes an inactive
         ------------------------
participant, because he is no longer a member of the eligible class of
employees, but does not incur a break in service; such inactive participant
shall become an active participant immediately upon returning to the eligible
class of employees. If such participant incurs a break in service, eligibility
shall be determined under the re-participation rules in paragraphs (a) and (b)
above.

                                   ARTICLE III
                       ALLOCATIONS TO PARTICIPANT ACCOUNTS

     Section 3.1. General Provisions
     ------------ ------------------

     (a) Maintenance of Participant Accounts - The plan administrator shall
         -----------------------------------
maintain separate accounts covering each participant under the plan as herein
described. Such accounts shall be increased by contributions, reallocation of
forfeitures (if any), investment income, and market value appreciation of the
fund. They shall be decreased by market value depreciation of the fund,
forfeiture of nonvested amounts, benefit payments, withdrawals and expenses.

     (b) Amount and Payment of Employer Contribution
         -------------------------------------------

         (1) Amount of Contribution - For each plan year, the employer
             ----------------------
contribution to the plan shall be the amount which is determined under the
provisions of this Article; provided, however, that the employer may not make a
contribution to the plan for any plan year to the extent the contribution would
exceed the participants' maximum permissible amounts under Code Section 415.
Further, the employer contribution shall not exceed the maximum amount
deductible under Code Section 404.

     The employer contributes to this plan on the conditions that its
contribution is not due to a mistake of fact and that the Internal Revenue
Service will not disallow the deduction for its contribution. The trustee, upon
written request from the employer, shall return to the employer the amount of
the employer's contribution made due to a mistake of fact or the amount of the
employer's contribution disallowed as a deduction under Code Section 404. The
trustee shall not return any portion of the employer's contribution under the
provisions of this paragraph more than one year after the earlier of: (A) The
date on which the employer made the contribution due to a mistake of fact; or
(B) The time of 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 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 whatever evidence it deems necessary to confirm
that the amount the employer has requested be returned is properly returnable
under ERISA.

                                                                              13

<PAGE>

         (2) Payment of Contribution - The employer shall 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 ERISA.

     (c) Limitations and Conditions - Notwithstanding the allocation procedures
         --------------------------
set forth in this Article, the allocations to participants' accounts shall be
limited or modified to the extent required to comply with the provisions of
Article V (limitations on allocations under Code Section 415, related employer
provisions under Code Section 414 and top-heavy provisions under Code Section
416).

     In any limitation year in which the allocation to one or more participants'
accounts would be in excess of the limitations on allocations under Code Section
415, the annual additions under this plan will be reduced to the extent
necessary to comply with such limitations first. If any further reduction is
required, the annual additions or benefits under any other plan which the
employer also sponsors will then be reduced with respect to such participants.

     Section 3.2. Profit Sharing Contributions
     ------------ ----------------------------

     Profit sharing employer contributions shall not be made under this plan and
no amount shall be credited to the profit sharing account. Any employer
contributions which are not employer matching contributions shall be made as
qualified non-elective contributions that are nonforfeitable when made. In any
plan year in which the plan is top-heavy (as defined in Section 5.5(e)(2)), the
top-heavy minimum benefit requirement shall be met as provided in Section 3.3.

     Section 3.3. Qualified Non-Elective Contributions
     ------------ ------------------------------------

     The employer may make qualified non-elective contributions on behalf of
either the non-highly compensated active participants or all active participants
that are sufficient to satisfy either the actual deferral percentage test or the
average contribution percentage test, or both, pursuant to regulations under the
Code in lieu of distributing excess contributions as provided in Section
5.6(b)(2) of the plan, or excess aggregate contributions as provided in
Subsection 5.6(c)(2) of the plan.

     Qualified non-elective contributions are contributions (other than profit
sharing contributions or employer matching contributions) which are made by the
employer and allocated to participants' qualified non-elective contribution
accounts and any forfeitures which are so applied that the participants may not
elect to receive in cash until distributed from the plan; that are
nonforfeitable when made; and that are distributable only in accordance with the
distribution provisions that are applicable to elective deferrals and qualified
matching contributions.

     (a) Amount of Contribution - The amount of such contributions for each plan
         ----------------------
year shall be an amount determined by the employer, in its sole discretion,
after the plan administrator has determined the amount needed to satisfy test
requirements, the test or tests to be satisfied

                                                                              14

<PAGE>

with such contributions, and the classification of active participants (all or
only the non-highly compensated) to receive the contribution.

     (b) Allocation of Contribution -
         --------------------------

         (1) Allocation of such contributions shall be made under one of the
following methods to either all active participants or all non-highly
compensated active participants as determined by the plan administrator for the
plan year:

             (A) In the ratio which each eligible participant's compensation for
the plan year bears to the total compensation of all eligible participants for
such plan year.

             (B) In the ratio which each eligible participant's compensation not
in excess of a specified dollar amount for the plan year bears to the total
compensation of all eligible participants not in excess of such specified dollar
amount for such plan year. The plan administrator shall set the specified dollar
amount at the level necessary to enable the plan to satisfy the test or tests
being met through the contribution.

             (C) The contribution shall be allocated to those non-highly
compensated employees earning the least compensation during the plan year as
needed to enable the plan to meet the test requirements the contribution is
being used to meet.

         (2) Top-Heavy Plan Years - In any plan year in which this plan is
             --------------------
top-heavy (as defined in Section 5.5(e)(2)), the allocation of the contribution
shall be adjusted as necessary to comply with the top-heavy minimum benefit
requirements. The qualified non-elective contribution allocated to each
participant's account shall not be less than an amount equal to 3.0 % of his
compensation or the largest percentage of employer contribution and forfeiture
allocated on behalf of any key employee for that year, whichever is less.

     Section 3.4. Employee 401(k) Elective Deferral Contributions
     ------------ -----------------------------------------------

     (a) Amount of Contribution - The employer shall contribute each plan year
         ----------------------
on behalf of each active participant who elects salary deferral a sum equal to
the amount which the participant has elected to defer under a salary reduction
arrangement or under a cash or deferred arrangement. The contribution shall be
credited to the participant's employee 401(k) elective deferral account.

     (b) Salary Reduction Election
         -------------------------

         (1) Availability of Election - An active participant may effect a
             ------------------------
salary reduction agreement with the employer under which an employer
contribution will be made to the plan on behalf of such participant only if he
elects to reduce his compensation or to forgo an increase in his compensation.
The amount of salary deferral may range from 0.0% to 15.0% of compensation paid
for the payroll period. This limitation shall not apply to incentive bonus
compensation.

                                                                              15

<PAGE>

     The plan administrator may limit the amount of salary reduction at any
time, if he determines that such limitation is necessary to meet Internal
Revenue Service requirements for a .qualified cash or deferred arrangement"
under Code Section 401(k) and regulations issued pursuant thereto and as set
forth in Section 5.6.

         (2) Election Procedures - A written notice of a participant's salary
             -------------------
reduction election shall be given to the employer and to the Plan administrator
in such manner as may be required by the plan administrator. The notice shall be
given at least 15 days before the January 1, April 1, July 1, or October 1 on
which it is to be effective. However, in no event shall such notice be given or
be effective before the adoption of the employee 401(k) election deferral
contribution provision under the plan. A participant electing salary reduction
will be deemed to desire to continue at the same rate, unless he notifies the
plan administrator at least 15 days before the applicable date of his desire to
change the amount of salary reduction. The revised election shall be effective
on the applicable date. A salary reduction may be discontinued at any time upon
15 days notice in the required manner. A participant who has declined or
suspended salary reduction may elect salary reduction at a subsequent election
date by notification to the plan administrator in the manner as provided under
this paragraph.

     A separate written notice shall be given to the employer and to the plan
administrator with respect to a participant's salary reduction election for an
incentive bonus. The notice shall be given at least 5 days before the payment of
the incentive bonus to which it relates. A new election shall be required prior
to each such incentive bonus. A salary reduction election with respect to an
incentive bonus shall not alter a participant's prior existing salary reduction
agreement made with respect to all forms of compensation other than incentive
bonus compensation. The plan administrator may limit the amount of the incentive
bonus which may be deferred, although such limitation shall not be less than
15.0% of the incentive bonus.

     However, if a participant receives a hardship distribution, his right to
elect a salary reduction shall be suspended for 12 months after the receipt of
such distribution. Further, the participant may not elect a salary reduction for
his taxable year immediately following the taxable year of the hardship
distribution in excess of the applicable limit under Code Section 402(g) for
such taxable year less the amount of such participant's salary reduction for the
taxable year of the hardship distribution.

         (3) Conditions - The participant's salary reduction election shall
             ----------
apply only to compensation which becomes currently available to the employee
after the effective date of the election. The employer shall apply the salary
reduction election to all of the participant's compensation (and to increases in
compensation), unless the participant's salary reduction election specifies that
the election is to be limited to certain compensation.

     (c) Cash or Deferred Election - No contribution shall be made under this
         -------------------------
plan pursuant to a cash or deferred election. All elective deferrals shall be
made under a salary deferral election.

                                                                              16

<PAGE>

     Section 3.5. Employee Nondeductible Contributions
     ------------ ------------------------------------

     Employee nondeductible contributions are not permitted under this plan and
no amount shall be credited to the employee nondeductible contribution account.
A participant may not treat his excess contributions as an amount distributed to
him and then contributed by him to the plan as an employee nondeductible
contribution as described in Section 5.6(b)(3).

     Section 3.6. Employer Matching Contributions
     ------------ -------------------------------

     Employer matching contributions shall be made under the provisions of this
Section. Such contributions shall be credited to the employer matching
contribution account.

     (a) Qualified Matching Contributions - The employer matching contribution
         --------------------------------
shall be treated as a qualified matching contribution. A qualified matching
contribution means matching contributions which are subject to the distribution
and nonforfeitability requirements under Code Section 401(k) when made.

     The plan administrator shall determine for each plan year whether and to
what extent qualified matching contributions will be used to satisfy the actual
deferral percentage test, pursuant to regulations under the Code in lieu of
distributing excess contributions as provided in Section 5.6(b)(2) of the plan.
Qualified matching contributions which are determined to be excess aggregate
contributions shall be distributed in accordance with Section 5.6.

     (b) Contributions Subject to Matching - Employer matching contributions
         ---------------------------------
shall be made with respect to any contributions made under a salary reduction
agreement to the extent provided below. The contributions shall be credited to
the employer matching contribution account of each eligible participant.

     (c) Conditions for Allocation - An active participant shall be eligible for
         -------------------------
an allocation of an employer matching contribution as of an allocation date,
provided that he satisfies the following conditions:

         (1) He made a contribution which is subject to matching during the
current plan year.

     (d) Allocation Formula - The employer matching contribution and any
         ------------------
applicable forfeitures shall be equal to the employer matching, percentage
applied to the participant's contributions for the current plan year which are
subject to matching; provided that a participant's contributions in excess of
6.0% of his compensation for the allocation period shall be disregarded for
purposes of allocating the employer matching contributions.

     The employer matching percentage shall be equal to 50%.

     (e) Forfeitures of Excess Aggregate Contributions - Excess aggregate
         ---------------------------------------------
contributions which are determined under the average contribution percentage
test and which are attributed to

                                                                              17

<PAGE>

employer matching contributions shall be distributed in the following plan year.
No such contribution shall be forfeited except as required to comply with Code
Section 401(a)(4). Such forfeitures shall occur as of the last day of the plan
year and shall be used to reduce administrative expenses.

     Section 3.7. Rollover/Transfer Contributions
     ------------ -------------------------------

     (a) Rollover Contributions - A participant may contribute to his
         ----------------------
rollover/transfer account any amounts which he previously received either as a
lump sum distribution (as defined in Code Section 402(d)(4)) or within one
taxable year as a distribution from another qualified plan on account of
termination of that plan provided that:

         (1) He transferred such distribution to an Individual Retirement
Account or Annuity within sixty (60) days after receipt, or

         (2) He transferred such distribution to this plan within sixty (60)
days after receipt.

     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.

     (b) Transfer Contributions - With the consent of the plan administrator,
         ----------------------
the participant may have funds transferred directly to this plan from another
qualified plan. Consent shall not be given if the optional forms of payment to
which the funds are subject under the prior plan are not properly disclosed by
the prior plan or cannot be accommodated by this plan and trust.

     Further, this plan shall not accept any direct or indirect transfers (in a
transfer after December 31, 1984) from a defined benefit plan, money purchase
plan (including a target benefit plan), stock bonus or profit sharing plan which
would otherwise have provided for a life annuity form of payment to the
participant.

     (c) Contributions Before Plan Entry Date - An employee, (who is in the
         ------------------------------------
eligible class of employees) prior to satisfying the plan's eligibility
conditions, may make a rollover or transfer contribution to the plan to the same
extent and in the same manner as a participant. If an employee makes a rollover
or transfer contribution to the plan before satisfying the plan's eligibility
conditions, the plan administrator and trustee will treat the employee as a
participant for all purposes of the plan, except the employee is not a
participant for purposes of contributions or 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 or transfer contribution account to him.

     (d) Distribution - The rollover/transfer account shall be subject to
         ------------
distribution in the same manner as an employer-derived contribution. Withdrawals
may be made from a

                                                                              18

<PAGE>

rollover/transfer account under the terms and conditions of Section 4.4 if this
plan permits any such in-service withdrawals.

     To the extent that a distribution is attributable to a direct transfer from
another qualified plan, the Joint and Survivor Requirements of Section 5.3 shall
be met as if the distribution were being made from such prior plan.

     Section 3.8. Allocation of Investment Results
     ------------ --------------------------------

     (a) General Allocation Procedures - Investment income and market value
         -----------------------------
appreciation or depreciation shall be allocated to each account of each
participant who has accrued benefits in proportion to the respective account
balances on each accounting date. For this purpose, each account balance shall
be equal to the average balance for the period commencing on the day following
the prior accounting date and ending on the current accounting date.

     (b) Investment Elections - A participant may elect to have all of his
         --------------------
accounts invested in such investment fund or combination of investment funds as
may be established by the trustee and made available for the benefit of
participants; provided, however, that in no event may the participant direct
that any portion of his account(s) be invested in collectibles (as defined in
Code Section 408(m). A participant's investment election shall not apply to any
portion of any account which may be invested in a participant loan sub-account
established under Section 4.4. The investment results shall be allocated to the
participant's account(s) based upon earnings and losses on the participant's
share in such investment fund or funds. Participant investment elections shall
be made in accordance with the plan's administrative procedures. An election
must be made at least 30 days before the accounting date.

                                   ARTICLE IV
                         PAYMENT OF PARTICIPANT ACCOUNTS

     Section 4.1. Vesting Service Rules
     ------------ ---------------------

     (a) Vesting Year of Service means a vesting computation period during which
         -----------------------
the employee completes at least 1,000 hours of service with the employer. All of
an employee's years of service with the employer shall be counted to determine
the nonforfeitable percentage in the employee's account balance(s) derived from
employer contributions, except:

         (1) Years of service disregarded under the break in service rules in
paragraph (d) below. (Post-ERISA break in service rules)

         (2) Years of service before the effective date of ERISA if such service
would have been disregarded under the break in service rules of the prior plan
in effect from time to time before such date. For this purpose, break in service
rules are rules which result in the loss of prior vesting or benefit accruals,
or which deny an employee eligibility to participate, by reason

                                                                              19

<PAGE>

of separation or failure to complete a required period of service within a
specified period of time. (Pre-ERISA break in service rules)

     (b) One Year Break in Service means for the purposes of this Article IV a
         -------------------------
vesting computation period during which the participant or former participant
does not complete more than 500 hours of service with the employer.

     (c) Vesting Computation Period means the 12-consecutive month period
         --------------------------
coinciding with the plan year.

     (d) Break in Service Rules
         ----------------------

         (1) Vested Participant - A former participant who had a nonforfeitable
             ------------------
right to all or a portion of his account balance(s) derived from employer
contributions at the time of his termination from service shall retain credit
for all vesting years of service prior to a break in service.

         (2) Nonvested Participant - In the case of a former participant who did
             ---------------------
not have any nonforfeitable right to his account balance(s) derived from
employer contributions at the time of his termination from service, years of
service before a period of consecutive one-year breaks in service shall not be
taken into account in computing service if the number of consecutive one-year
breaks in service in such period equals or exceeds the greater of 5 or the
aggregate number of years of service before such breaks in service. Such
aggregate number of years of service shall not include any years of service
disregarded under the preceding sentence by reason of prior breaks in service.

         (3) Vesting for Pre-Break and Post-Break Accounts - In the case of a
             ---------------------------------------------
participant who has 5 or more consecutive one-year breaks in service, all years
of service after such breaks in service shall be disregarded for the purpose of
vesting the employer-derived account balance(s) that accrued before such breaks
in service. Whether or not such participant's pre-break service counts in
vesting the post-break employer-derived account balance(s) shall be determined
according to the rules set forth in sub-paragraphs (1) and (2) above. Separate
accounts shall be maintained for each of the participant `s pre-break and
post-break employer-derived account balance(s). All accounts shall share in the
investment earnings and losses of the fund.

     Section 4.2. Vesting of Participant Accounts
     ------------ -------------------------------

     (a) Determination of Vesting
         ------------------------

         (1) Normal Retirement - A participant's right to his account balance(s)
             -----------------
shall be 100% vested and nonforfeitable upon the attainment of 65, the normal
retirement age. If the employer enforces a mandatory retirement age, the normal
retirement age shall be the lesser of the mandatory age or the age specified
herein.

                                                                              20

<PAGE>

         (2) Late Retirement - If a participant remains employed after his
             ---------------
normal retirement age, his account balance(s) shall remain 100% vested and
nonforfeitable. Such participant shall continue to receive allocations to his
account as he did before his normal retirement age.

         (3) Early Retirement - In the case of a participant who has attained
             ----------------
age 59 1/2 before his normal retirement age, the participant's right to his
account balance(s) shall be 100% vested and nonforfeitable. Such participant may
retire before his normal retirement age without the consent of the employer and
receive payment of benefits from the plan. If a participant separates from
service before satisfying the age requirement for early retirement, the
participant shall be entitled to elect an early retirement benefit upon
satisfaction of such age requirement.

         (4) Disability - If a participant separates from service due to
             ----------
disability, such participant's right to his account balance(s) as of his date of
disability shall be 100% vested and nonforfeitable. Disability means inability
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months. The permanence and degree of such impairment shall be
supported by medical evidence. Notwithstanding such definition, a participant
who is eligible for Social Security disability benefits shall automatically
satisfy the definition of disability. Disability shall be determined by the plan
administrator after consultation with a physician chosen by the administrator.
In the administration of this section, all employees shall be treated in a
uniform manner in similar circumstances.

         (5)

             (A) Death - In the event of the death of a participant who has an
                 -----
accrued benefit under the plan, (whether or not he is an active participant),
100% of the participant's account balance(s) as of the date of death shall be
paid to his surviving spouse; except that, if there is no surviving spouse, or
if the surviving spouse has already consented in a manner which is (or conforms
to) a qualified election under the joint and survivor annuity provisions of Code
Section 417(a) and regulations issued pursuant thereto and as set forth in
Section 5.3, then such balance(s) shall be paid to the participant's designated
beneficiary.

             (B) Beneficiary Designation - Subject to the spousal consent
                 -----------------------
requirements of Section 5.3, the participant shall have the right to designate
his beneficiaries, including a contingent death beneficiary, and shall have the
right at any time to change such beneficiaries. The designation shall be made in
writing on a form signed by the participant and supplied by and filed with the
plan administrator. If the participant fails to designate a beneficiary, or if
the designated person or persons predecease the participant, "beneficiary" shall
mean the spouse, children, parents, brothers and sisters, or estate of the
participant, in the order listed.

                                                                              21

<PAGE>

         (6) Termination From Service - If a participant separates from the
             ------------------------
service of the employer other than by retirement, disability or death, his
vested interest in his accounts shall be equal to the account balance multiplied
by the vesting percentage determined below:

             (A) Profit Sharing Account - No profit sharing account is provided
                 ----------------------
under this plan.

             (B) Employer Matching Contribution Account - The vesting percentage
                 --------------------------------------
applicable to the participant's employer matching contribution account shall be
determined as follows:

        100% immediate vesting on the date of participation in the plan.

             (C) Other Accounts - The participant shall always be 100% vested in
                 --------------
his following accounts: employee 401(k) elective deferral account; employee
nondeductible contribution account; employer matching contribution account, if
the contributions are being treated as qualified matching contributions under
Section (3.6); qualified non-elective contribution account; rollover/transfer
account and recharacterized funds account. The accrued benefit in such accounts
shall be nonforfeitable.

     (b) Forfeitures
         -----------

         (1) Time of Forfeiture - If a participant terminates employment before
             ------------------
his account balances derived from employer contributions are fully vested, the
nonvested portion of his accounts shall be forfeited on the earlier of:

             (A) The last day of the vesting computation period in which the
participant first incurs 5 consecutive one-year breaks in service, or

             (B) The date the participant receives his entire vested accrued
benefit.

         (2) Cash Distributions and Restoration
             ----------------------------------

             (A) Cashout Distribution - If an employee terminates service and
                 --------------------
the value of his vested account balances derived from employer and employee
contributions are not greater than $3,500, the employee shall receive a
distribution of the value of the entire vested portion of such account balances
and the nonvested portion will be treated as a forfeiture. For purposes of this
section, if the value of an employee's vested account balances is zero, he shall
be deemed to have received a distribution of such vested account balances. An
employee's vested account balance shall not include accumulated deductible
employee contributions within the meaning of Code Section 72(o)(5)(B) for plan
years beginning prior to January 1, 1989.

         If an employee terminates service and the value of his vested account
balances exceeds $3,500, he may elect to receive the value of his vested account
balances after such termination as provided in Section 4.3. The nonvested
portion shall be treated as a forfeiture as of the date of

                                                                              22

<PAGE>

distribution. If the employee elects to have distributed less than the entire
vested portion of the account balances derived from employer contributions, the
part of the nonvested portion that will be treated as a forfeiture is the total
nonvested portion multiplied by a fraction, the numerator of which is the amount
of the distribution attributable to employer contributions and the denominator
of which is the total value of the vested employer-derived account balances.

             (B) Restoration of Accounts - If an employee receives a cashout
                 -----------------------
distribution pursuant to this section and resumes employment covered under this
plan before he incurs 5 consecutive one-year breaks in service, his
employer-derived account balances shall each be restored to the amount on the
date of distribution, if he repays to the plan the full amount of the
distribution attributable to employer contributions before the earlier of 5
years after the first date on which he is subsequently re-employed by the
employer, or the date he incurs 5 consecutive one-year breaks in service
following the date of the distribution. If an employee is deemed to receive a
distribution pursuant to this Section 4.2(b)(2), and he resumes employment
covered under this plan before he incurs 5 consecutive one-year breaks in
service, upon the reemployment of such employee his employer-derived account
balances will be restored to the amount on the date of such deemed distribution.

     Any amount required to restore such forfeitures shall be deducted from
forfeitures (including forfeitures of excess aggregate contributions) occurring
in the plan year of restoration. If forfeitures are insufficient for the
restoration, the employer may make a contribution to the plan for such plan year
to satisfy the restoration. However, by the end of the plan year following the
plan year of restoration, sufficient forfeitures or employer contributions shall
be credited to the account to satisfy the restoration.

     (c) Disposition of Forfeitures
         --------------------------

         (1) Profit Sharing Account - No profit sharing account is provided
             ----------------------
under this plan.

         (2) Employer Matching Contribution Account - Employer matching
             --------------------------------------
contributions are not subject to forfeiture.

     (d) Withdrawal of Employee Nondeductible Contributions - No forfeitures
         --------------------------------------------------
shall occur solely as a result of an employee's withdrawal of employee
nondeductible contributions.

     (e) Unclaimed Benefits
         ------------------

         (1) Forfeiture - The plan does not require the trustee or the plan
             ----------
administrator 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 the plan, the plan administrator, by certified or registered
mail addressed to his last known address of record, shall notify any participant
or beneficiary that he is entitled to a distribution under this plan. If the
participant or beneficiary fails to claim his distributive share or make his
whereabouts known in writing to the plan administrator within twelve months from
the date of mailing of the notice, the plan

                                                                              23

<PAGE>

administrator shall treat the participant's or beneficiary's unclaimed payable
accrued benefit as forfeited and shall reallocate such forfeiture in accordance
with paragraph (c). A forfeiture under this paragraph shall occur at the end of
the notice period or, if later, the earliest date applicable Treasury
regulations would permit the forfeiture. These forfeiture provisions apply
solely to the participant's or beneficiary's accrued benefit derived from
employer contributions.

         (2) Restoration - If a participant or beneficiary who has incurred a
             -----------
forfeiture of his accrued benefit under the provisions of this subsection makes
a claim, at any time, for his forfeited accrued benefit, the plan administrator
shall 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 after the date of the forfeiture.
The plan administrator shall make the restoration during the plan year in which
the participant or beneficiary makes the claim from forfeitures occurring in
that plan year. If forfeitures are insufficient for the restoration, the
employer shall make a contribution to the plan to satisfy the restoration. The
plan administrator shall 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 plan administrator restores the forfeited
accrued benefit.

     Section 4.3. Payment of Participant Accounts
     ------------ -------------------------------

     (a) Time of Payment
         ---------------

         (1) Commencement of Benefits - Unless the participant elects otherwise,
             ------------------------
distribution of benefits shall begin no later than the 60th day after the latest
of the close of the plan year in which:

             (A) The participant attains age 65 (or the plan's normal retirement
age, if earlier);

             (B) Occurs the 10th anniversary of the year in which the
participant commenced participation in the plan; or

             (C) the participant terminates service with the employer, (i.e.
late retirement).

         (2) Payment Upon Retirement, Disability, or Death - Subject to the
             ---------------------------------------------
provisions set forth in Section 4.3(a)(1), in the Joint and Survivor
Requirements of Section 5.3 and in the Distribution Requirements of Section 5.4,
if the participant terminates employment due to retirement, disability or death,
his account(s) shall be paid as soon as administratively possible after the
occurrence of the event creating the right to a distribution.

         (3) Payment Upon Other Termination of Employment - Subject to the
             --------------------------------------------
provisions set forth in Section 4.3(a)(1), in the Joint and Survivor
Requirements of Section 5.3, and in the Distribution Requirements of Section
5.4, if the participant terminates employment

                                                                              24

<PAGE>

other than by retirement, disability or death, his account(s) shall be paid as
soon as administratively possible after the date of severance of employment.

     Nevertheless, the participant may elect to have paid his employee 401(k)
elective deferral account and employee nondeductible contribution account as
soon as administratively possible.

         (4) Notwithstanding the foregoing, the failure of a participant (and
spouse where the spouse's consent is required) to consent to a distribution
while a benefit is immediately distributable, within the meaning of Section
5.3(c), shall be deemed to be an election to defer commencement of payment of
any benefit sufficient to satisfy this section.

     (b) Optional Form(s) of Payment - A participant or beneficiary may elect to
         ---------------------------
receive distribution of his account(s) in one of the optional forms of payment
outlined below, provided that such distribution complies with the Distribution
Requirements of Section 5.4 and the Joint and Survivor Requirements of Section
5.3. However, the Joint and Survivor Requirements other than the provisions of
Section 5.3(c) and (f) shall not apply to a distribution unless a life annuity
of any type is elected by the participant or unless this plan is, with respect
to the participant, a direct or indirect transferee of a defined benefit plan,
money purchase pension plan (including a target benefit plan), or a stock bonus
or profit sharing plan which would otherwise have provided for a qualified joint
and survivor life annuity as the normal form of payment to the participant.

     The participant or beneficiary shall file a written request for benefits
     with the plan administrator before payments will commence. If a participant
fails to elect a form of payment, the trustee shall pay the benefit in
installment payments (or as a joint and survivor annuity payments if the
requirements of Section 5.3 apply) which meet the requirements of Section 5.4.

         Optional forms of payment include:
         ---------------------------------

         (1) A lump sum payment - If the vested accrued benefit is no more than
             ------------------
$3,500, benefits shall automatically be paid in a lump sum.

     A lump sum benefit payment may be made in cash from the fund or by
distribution of assets in kind, provided that the participant or beneficiary
agrees to such distribution in kind and the trustee determines a current fair
market value of the assets to be distributed.

         (2) Installment payments over a period of years which meets the
             --------------------
Distribution Requirements of Section 5.4. Installment payments may be made in
cash from the fund or by distribution of an annuity term certain contract.

         (3) A life annuity of any type issued by an insurance company on the
             --------------
life of the participant or beneficiary for such amount as the vested account(s)
will purchase, provided that the Joint and Survivor Annuity Requirements of
Section 5.3 and the Distribution Requirements of Section 5.4 are met.

                                                                              25

<PAGE>

         (4) IRA Rollover /Plan Transfer - If required for plan qualification by
             ---------------------------
Code Section 401(a)(31), the optional forms of payment shall include a direct
transfer of the vested accrued benefit to an individual retirement account or
annuity qualified under Code Section 408, to an annuity plan qualified under
Code Section 403(a) or to another qualified plan with the amount equal to any
employee nondeductible contributions being paid directly to the participant.

     (c) General Payment Provisions
         --------------------------

         (1) All distributions due to be made under this plan shall be made on
the basis of the amount to the credit of the participant as of the accounting
date coincident with or immediately preceding the occurrence of the event
calling for a distribution.

     Such amount shall be adjusted with respect to the investment results
attributable thereto which accrue during the period following such accounting
date until the last day of the plan year quarter preceding the actual
distribution date.

     If a distributable event occurs after an allocation date and before
allocations have been made to the account of the participant, the distribution
shall also include the amounts allocable to the account as of such allocation
date.

         (2) If any person entitled to receive benefits hereunder is physically
or mentally incapable of receiving or acknowledging receipt thereof, and if a
legal representative has been appointed for him, the plan administrator may
direct the benefit payment to be made to such legal representative.

         (3) Each optional form of benefit provided under the plan shall be made
available to all participants on a nondiscriminatory basis. The plan may not
retroactively reduce or eliminate optional forms of benefits and any other Code
Section 411(d)(6) protected benefits. Any reduction or elimination of optional
forms of benefits shall apply only to benefits accrued after the effective date
of such change.

         (4) Any annuity contract distributed herefrom shall be
nontransferrable. The terms of any such annuity contract purchased and
distributed by the plan shall comply with the requirements of this plan. The
ownership of the annuity contract shall reside with the participant. Any
dividend, refund or recovery on an annuity contract shall be credited to the
participant or beneficiary for whom the annuity contract was purchased.

     (d) Eligible Rollover Distributions - Effective for distributions made on
         -------------------------------
or after January 1, 1993, notwithstanding the optional forms of payment listed
in Section 4.3(b), 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.

         (1) 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

                                                                              26

<PAGE>

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

         (2) 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.

         (3) 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.

         (4) Direct Rollover - A direct rollover is a payment by the plan to the
             ---------------
eligible retirement plan specified by the distributee.

     (e) Payment Election Procedures - As described in Section 5.3(c), an
         ---------------------------
account balance in excess of $3,500 shall not be immediately distributed without
the consent of the participant. The participant shall receive the notice
required under Regulation Section 1.411(a)-11(c) no less than 30 days and no
more than 90 days before the annuity starting date with respect to the
distribution. Effective for distributions made on or after January 1, 1993, for
any distribution in excess of $200, the plan administrator shall give the
participant notice of his eligible rollover distribution rights. The participant
shall receive such notice in the same time period as the 411 notice is required
to be provided. Effective for distributions made on or after January 1, 1994, if
a distribution is one to which Code Sections 401(a)(11) and 417 do not apply,
such distribution may commence less than 30 days after the 411 notice is given,
provided that:

         (1) The plan administrator clearly informs the participant that the
participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option), and

         (2) The participant, after receiving the notice, affirmatively elects a
distribution.

                                                                              27

<PAGE>

     Section 4.4. In-Service Payments
     ------------ -------------------

     (a) Withdrawals - A participant may withdraw amounts from his account(s)
before his separation from service only under the circumstances and only to the
extent provided below.

     The Joint and Survivor Requirements of Section 5.3 shall not apply to a
withdrawal (except for the provisions of Section 5.3(c) and (f)) unless this
plan is, with respect to the participant, a direct or indirect transferee of a
defined benefit plan, money purchase pension plan (including a target benefit
plan), or a stock bonus or profit sharing plan which would otherwise have
provided for a qualified joint and survivor life annuity as the normal form of
payment to the participant.

     Hardship Withdrawals from Employee 401(k) Elective Deferral Account
     -------------------------------------------------------------------

         (1) Availability of Withdrawal Privilege - A participant who has a
             ------------------------------------
financial hardship may request a withdrawal from his employee 401(k) elective
deferral account, subject to the consent of the plan administrator and subject
to the limitations and conditions set forth herein.

         (2) Amount of Withdrawal - The amount which an eligible participant may
             --------------------
withdraw from his account shall not exceed the cumulative amount of his 401(k)
salary deferral contributions. Earnings thereon may not be withdrawn.

         (3) Request for Withdrawal - The participant's request to withdraw must
             ----------------------
be made in writing to the plan administrator and shall be subject to his
consent. The basis for the plan administrator's consenting to or refusing to
consent to the participant's request shall be demonstrated financial hardship of
the participant.

     Hardship Withdrawals
     --------------------

     For the purpose of this Section 4.4, a distribution will be made on account
of hardship if the distribution is necessary in light of immediate and heavy
financial need of the participant. A distribution based upon financial hardship
cannot exceed the amount required to meet the immediate financial need created
by the hardship and not reasonably available from other resources of the
participant. The determination of the existence of financial hardship and the
amount required to be distributed to meet the need created by the hardship must
be made in accordance with uniform and non-discriminatory standards established
by the plan administrator under these plan provisions.

     An immediate and heavy financial need may be determined to exist under
certain facts and circumstances including the following: (1) expenses incurred
or necessary for medical care described in Code Section 213(d) of the employee,
the employee's spouse, children, or dependents; (2) the purchase (excluding
mortgage payments) of a principal residence for the employee; (3) payment of
tuition and related educational fees for the next twelve months of
post-secondary education for the employee, the employee's spouse, children or
dependents; or (4) the

                                                                              28

<PAGE>

need to prevent the eviction of the employee from, or a foreclosure on the
mortgage of, the employee's principal residence.

     A distribution will be considered as necessary to satisfy an immediate and
heavy financial need of the employee only if:

         1. The employee has obtained all distributions, other than hardship
distributions, and all nontaxable loans under all plans maintained by the
employer;

         2. All plans maintained by the employer provide that the employee's
elective deferrals (and employee nondeductible contributions) will be suspended
for twelve months after the receipt of the hardship distribution;


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

         4. All plans maintained by the employer provide that the employee may
not make elective deferrals for the employee's taxable year immediately
following the taxable year of the hardship distribution in excess of the
applicable limit under Code Section 402(g) for such taxable year less the amount
of such employee's elective deferrals for the taxable year of the hardship
distribution.

     (b) Participant Loans - No participant loans shall be permitted under this
         -----------------
plan.

     Section 4.5. Distributions under Domestic Relations Orders
     ------------ ---------------------------------------------

     Nothing contained in this plan prevents the trustee, in accordance with the
direction of the plan administrator, from complying with the provisions of a
qualified domestic relations order (as defined in Code Section 414(p)).

     A distribution will not be made to an alternate payee until the participant
attains (or would have attained) his earliest retirement age. For this purpose,
earliest retirement age means the earlier of: (1) the date on which the
participant is entitled to a distribution under this plan; or (2) the later of
the date the participant attains age 50 or the earliest date on which the
participant could begin receiving benefits under this plan if the participant
separated from service.

     Nothing in this Section 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 plan administrator shall establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the plan administrator promptly will notify the participant and
any alternate payee named in the order, in

                                                                              29

<PAGE>

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 plan administrator shall determine
the qualified status of the order and shall notify the participant and each
alternate payee, in writing, of its determination. The plan administrator shall
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 plan administrator is making its determination of
the qualified status of the domestic relations order, the plan administrator
shall make a separate accounting of the amounts payable. If the plan
administrator determines the order is a qualified domestic relations order
within 18 months of the date amounts first are payable following receipt of the
order, it shall direct the trustee to distribute the payable amounts in
accordance with the order. If the plan administrator does not make its
determination of the qualified status of the order within the 18-month
determination period, it shall 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 it 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 plan administrator 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 under this section by
separate benefit checks or other separate distribution to the alternate
payee(s).

                                   ARTICLE V
                         ADDITIONAL QUALIFICATION RULES

     Section 5.1. Limitations on Allocations under Code Section 415
     ------------ -------------------------------------------------

     (a) Single Plan Limitations
         -----------------------

         (1) If the participant does not participate in, and has never
participated in another qualified plan maintained by the employer or a welfare
benefit fund, as defined in Code Section 419(e) maintained by the employer, or
an individual medical account, as defined in Code Section 415(1)(2), maintained
by the employer, which provides an annual addition as defined in Section
5.1(d)(1), the amount of annual additions which may be credited to the
participant's account for any limitation year will not exceed the lesser of the
maximum permissible amount or any other limitation contained in this plan. If
the employer contribution that would otherwise be contributed or allocated to
the participant's account would cause the annual additions for the limitation
year to exceed the maximum permissible amount, the amount contributed or
allocated

                                                                              30

<PAGE>

will be reduced so that the annual additions for the limitation year will equal
the maximum permissible amount.

         (2) Prior to determining the participant's actual compensation for the
limitation year, the employer may determine the maximum permissible amount for a
participant on the basis of a reasonable estimation of the participant's
compensation for the limitation year, uniformly determined for all participants
similarly situated.

         (3) As soon as is administratively feasible after the end of the
limitation year, the maximum permissible amount for the limitation year will be
determined on the basis of the participant's actual compensation for the
limitation year.

         (4) If pursuant to Section 5.1(a)(3) or as a result of either the
allocation of forfeitures or a reasonable error in determining the amount of
elective deferrals that may be made with respect to a participant, there is an
excess amount, the excess will be disposed of as follows:

             (A) Any employee nondeductible contributions (and any gain
attributable thereto), to the extent they would reduce the excess amount, will
be returned to the participant.

             (B) If after the application of paragraph (A) an excess amount
still exists, any elective deferrals, (and any gain attributable thereto), to
the extent they would reduce the excess amount, will be distributed to the
participant.

             (C) If after the application of paragraph (B) an excess amount
still exists, the excess amount shall be allocated and reallocated to the profit
sharing account or qualified non-elective contribution account of the other
participants in the plan to the extent permissible under the limitations of this
Section 5.1.

             (D) If after the application of paragraph (C) an excess amount
still exists, the excess amount will be held unallocated in a suspense account.
The suspense account will be applied to reduce future employer contributions for
all active participants in the next limitation year, and each succeeding
limitation year if necessary.

             (E) If a suspense account is in existence at any time during a
limitation year pursuant to this Section 5.1(a)(4), it will not participate in
the allocation of the trust's investment gains and losses. If a suspense account
is in existence at any time during a particular limitation year, all amounts in
the suspense account must be allocated and reallocated to participants' accounts
before any employer, elective deferral or employee nondeductible contributions
may be made to the plan for that limitation year. Excess amounts may not be
distributed to participants or former participants.

     (b) Combined Limitations - Other Defined Contribution Plan
         --------------------

                                                                              31

<PAGE>

         (1) This Subsection applies if, in addition to this plan, the
participant is covered under another qualified defined contribution plan
maintained by the employer, a welfare benefit fund, as defined in Code Section
419(e) maintained by the employer, or an individual medical account, as defined
in Code Section 415(1)(2), maintained by the employer, which provides an annual
addition as defined in Section 5.1(d)(1), during any limitation year. The annual
additions which may be credited to a participant's account under this plan for
any such limitation year will not exceed the maximum permissible amount reduced
by the annual additions credited to a participant's account under the other
plans and welfare benefit funds for the same limitation year. If the annual
additions with respect to the participant under other defined contribution plans
and welfare benefit funds maintained by the employer are less than the maximum
permissible amount and the employer contribution that would otherwise be
contributed or allocated to the participant's account under this plan would
cause the annual additions for the limitation year to exceed this limitation,
the amount contributed or allocated will be reduced so that the annual additions
under all such plans and funds for the limitation year will equal the maximum
permissible amount. If the annual additions with respect to the participant
under such other defined contribution plans and welfare benefit funds in the
aggregate are equal to or greater than the maximum permissible amount, no amount
will be contributed or allocated to the participant's account under this plan
for the limitation year.

         (2) Prior to determining the participant's actual compensation for the
limitation year, the employer may determine the maximum permissible amount for a
participant in the manner described in Section 5.1(a)(2).

         (3) As soon as is administratively feasible after the end of the
limitation year, the maximum permissible amount for the limitation year will be
determined on the basis of the participant's actual compensation for the
limitation year.

         (4) If, pursuant to Section 5.1(b)(3) or as a result of the allocation
of forfeitures, a participant's annual additions under this plan and such other
plans would result in an excess amount for a limitation year, the excess amount
will be deemed to consist of the annual additions last allocated, except that
annual additions attributable to a welfare benefit fund or individual medical
account will be deemed to have been allocated first regardless of the actual
allocation date.

         (5) If an excess amount was allocated to a participant on an allocation
date of this plan which coincides with an allocation date of another plan, the
excess amount will be disposed of in the manner provided in Section 3.1(c).

         (6) Any excess amount attributed to this plan will be disposed of in
the manner described in Section 5.1(a)(4).

     (c) Combined Limitations - Other Defined Benefit Plan
         --------------------

                                                                              32

<PAGE>

     If the employer maintains, or at any time maintained, a qualified defined
benefit plan covering any participant in this plan, the sum of the participant's
defined benefit plan fraction and defined contribution plan fraction will not
exceed 1.0 in any limitation year. Any excess amounts shall be disposed of in
the manner provided in Section 3.1(c). Any excess amount attributed to this plan
will be disposed of in the manner described in Section 5.1(a)(4).

     (d) Definitions (Code Section 415 Limitations)
         -----------

         (1) Annual Additions - The sum of the following amounts credited to a
             ----------------
participant's account for the limitation year:

             (A) employer contributions,

             (B) employee contributions,

             (C) forfeitures, and

             (D) amounts allocated, after March 31, 1984, to an individual
medical account, as defined in Code Section 415(l)(2), which is part of a
pension or annuity plan maintained by the employer are treated as annual
additions to a defined contribution plan. Also amounts derived from
contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits,
allocated to the separate account of a key employee, as defined in Code Section
419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e),
maintained by the employer are treated as annual additions to a defined
contribution plan.

     For this purpose, any excess amount applied under Section 5.1(a)(4) or
(b)(6) in the limitation year to increase the accounts of participants who did
not have an excess amount or to reduce employer contributions will be considered
annual additions for such limitation year.

         (2) Compensation - A participant's earned income and any earnings
             ------------
reportable as W-2 wages for Federal income tax withholding purposes as described
in Section 1.2(a).

     For limitation years beginning after December 31, 1991, for purposes of
applying the limitations of this Section 5.1, compensation for a limitation year
is the compensation actually paid or includible in gross income during such
limitation year.

     Notwithstanding the preceding sentence, compensation for a participant in a
defined contribution plan who is permanently and totally disabled (as defined in
Code Section 22(e)(3)) is the compensation such participant would have received
for the limitation year if the participant had been paid at the rate of
compensation paid immediately before becoming permanently and totally disabled;
such imputed compensation for the disabled participant may be taken into account
only if the participant is not a highly compensated employee (as defined in Code
Section 414(q)) and contributions made on behalf of such participant are
nonforfeitable when made.

                                                                              33

<PAGE>

         (3) Defined Benefit Fraction - A fraction, the numerator of which is
             ------------------------
the sum of the participant's projected annual benefits under all the defined
benefit plans (whether or not terminated) maintained by the employer, and the
denominator of which is the lesser of 125 percent of the dollar limitation
determined for the limitation year under Code Sections 415(b) and (d) or 140
percent of the highest average compensation, including any adjustments under
Code Section 415(b).

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

         (4) Defined Contribution Dollar Limitation - $30,000 or if greater,
             --------------------------------------
one-fourth of the defined benefit dollar limitation set forth in Code Section
415(b)(1) as in effect on January 1 of each calendar year with respect to the
limitation year ending with or within such calendar year.

         (5) Defined Contribution Fraction - A fraction, the numerator of which
             -----------------------------
is the sum of the annual additions to the participant's account under all the
defined contribution plans (whether or not terminated) maintained by the
employer for the current and all prior limitation years (including the annual
additions attributable to the participant's nondeductible employee contributions
to all defined benefit plans, whether or not terminated, maintained by the
employer, and the annual additions attributable to all welfare benefit funds, as
defined in Code Section 419(e), and individual medical accounts, as defined in
Code Section 415(l)(2), maintained by the employer), and the denominator of
which is the sum of the maximum aggregate amounts for the current and all prior
limitation years of service with the employer (regardless of whether a defined
contribution plan was maintained by the employer). The maximum aggregate amount
in any limitation year is the lesser of 125 percent of the dollar limitation
determined under Code Sections 415(b) and (d) in effect under Code Section
415(c)(1)(A) or 35 percent of the participant's compensation for such year.

     If the employee was a participant as of the end of the first day of the
first limitation year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the employer which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this plan. Under the adjustment, an amount equal to the product of (1)
the excess of the sum of the fractions over 1.0 times (2) the denominator of
this fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last limitation year beginning before January 1,

                                                                              34

<PAGE>

1987, and disregarding any changes in the terms and conditions of the plan made
after May 5, 1986, but using the Code Section 415 limitation applicable to the
first limitation year beginning on or after January 1, 1987.

     The annual addition for any limitation year beginning before January 1,
1987, shall not be recomputed to treat all employee contributions as annual
additions.

         (6)  Employer - For purposes of this Section 5.1, employer shall mean
              --------
the employer that adopts this plan, and all members of a controlled group of
corporations (as defined in Code Section 414(b) as modified by Section 415(h)),
all commonly controlled trades or businesses (as defined in Code Section 414(c)
as modified by Section 415(h)) or affiliated service groups (as defined in Code
Section 414(m)) of which the adopting employer is a part, and any other entity
required to be aggregated with the employer pursuant to regulations under Code
Section 414(o).

         (7)  Excess Amount - The excess of the participant's annual additions
              -------------
for the limitation year over the maximum permissible amount.

         (8)  Highest Average Compensation - The average compensation for the
              ----------------------------
three consecutive years of service with the employer that produces the highest
average. A year of service with the employer is the 12-consecutive month period
coinciding with the plan year.

         (9)  Limitation Year - A calendar year, or the 12-consecutive month
              ---------------
period coinciding with the plan year, unless the employer adopts another
12-consecutive month period by means of a written resolution. All qualified
plans maintained by the employer must use the same limitation year. If the
limitation year is amended to a different 12-consecutive month period, the new
limitation year must begin on a date within the limitation year in which the
amendment is made.

         (10) Maximum Permissible Amount - The maximum annual addition that may
              --------------------------
be contributed or allocated to a participant's account under the plan for any
limitation year shall not exceed the lesser of:

             (A) the defined contribution dollar limitation as defined in
Subsection (d)(4); or

             (B) 25 percent of the participant's compensation for the limitation
year.

     The compensation limitation referred to in (B) shall not apply to any
contribution for medical benefits (within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)) which is otherwise treated as an annual addition under
Code Section 415(l)(1) or 419A(d)(2).

     If a short limitation year is created because of an amendment changing the
limitation year to a different 12-consecutive month period, the maximum
permissible amount will not exceed the defined contribution dollar limitation
multiplied by the following fraction:

                                                                              35

<PAGE>

                  Number of months in the short limitation year
                  ---------------------------------------------

                                       12

         (11) Projected Annual Benefit - The annual retirement benefit (adjusted
              ------------------------
to an actuarially equivalent straight life annuity if such benefit is expressed
in a form other than a straight life annuity or qualified joint and survivor
annuity) to which the participant would be entitled under the terms of the plan
assuming:

             (A) the participant will continue employment until normal
retirement age under the plan (or current age, if later); and

             (B) the participant's compensation for the current limitation year
and all other relevant factors used to determine benefits under the plan will
remain constant for all future limitation years.

     Section 5.2. Control of Trades or Businesses by Owner-Employee
     ------------ -------------------------------------------------

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

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

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

     For purposes of the preceding paragraphs, an owner-employee, or two or more
owner-employees, will be considered to control a trade or business if the
owner-employee, or two or more owner-employees together:

         (1)  own the entire interest in an unincorporated trade or business; or

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

                                                                              36

<PAGE>

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

     Section 5.3. Joint and Survivor Annuity Requirements
     ------------ ---------------------------------------

     The provisions of this Section 5.3 shall apply to any participant who is
credited with at least one hour of service with the employer on or after August
23, 1984, and such other participants as provided in Paragraph (g). However,
with respect to any participant meeting the conditions of Section 5.3(f), only
Section 5.3(c) and (f) shall apply.

     (a) Qualified Joint and Survivor Annuity - Unless an optional form of
         ------------------------------------
benefit is selected pursuant to a qualified election within the 90-day period
ending on the annuity starting date, a married participant's vested account
balance will be paid in the form of a qualified joint and survivor annuity and
an unmarried participant's vested account balance will be paid in the form of a
life annuity with a ten year guaranteed period. The participant may elect to
have such annuity distributed upon attainment of the earliest retirement age
under the plan.


     (b) Qualified Preretirement Survivor Annuity - Unless an optional form of
         ----------------------------------------
benefit has been selected within the election period pursuant to a qualified
election, if a participant dies before the annuity starting date, the
participant's vested account balance shall be applied toward the purchase of an
annuity for the life of the surviving spouse. The surviving spouse may elect to
have such annuity distributed within a reasonable period after the participant's
death.

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

     Notwithstanding the foregoing, only the participant need consent to the
commencement of a distribution in the form of a qualified joint and survivor
annuity while the account balance is immediately distributable. Furthermore, if
payment in the form of a qualified joint and survivor annuity is not required
with respect to the participant pursuant to Paragraph (f) of this Subsection

                                                                              37

<PAGE>

5.3, only the participant need consent to the distribution of an account balance
that is immediately distributable. Neither the consent of the participant nor
the participant's spouse shall be required to the extent that a distribution is
required to satisfy Code Section 401(a)(9) or Section 415. In addition, upon
termination of this plan if the plan does not offer an annuity option (purchased
from a commercial provider) and if the employer or any entity within the same
controlled group as the employer does not maintain another defined contribution
plan (other than an employee stock ownership plan as defined in Code Section
4975(e)(7)), the participant's account balance may, without the participant's
consent, be distributed to the participant. However, if any entity within the
same controlled group as the employer maintains another defined contribution
plan (other than an employee stock ownership plan as defined in Code Section
4975(e)(7)), the participant's account balance will be transferred, without the
participant's consent, to the other plan if the participant does not consent to
an immediate distribution.

     An account balance is immediately distributable if any part of the account
balance could be distributed to the participant (or surviving spouse) before the
participant attains (or would have attained if not deceased) the later of normal
retirement age or age 62.

     (d) Definitions (Code Section 417 Requirements)
         -----------

         (1) Election Period - The period which begins on the first day of the
             ---------------
plan year in which the participant attains age 35 and ends on the date of the
participant's death. If a participant separates from service prior to the first
day of the plan year in which age 35 is attained, with respect to the account
balance as of the date of separation, the election period shall begin on the
date of separation.

         (2) Pre-age 35 Waiver - A participant who will not yet attain age 35 as
             -----------------
of the end of any current plan year may make a special qualified election to
waive the qualified preretirement survivor annuity for the period beginning on
the date of such election and ending on the first day of the plan year in which
the participant will attain age 35. Such election shall not be valid unless the
participant receives a written explanation of the qualified preretirement
survivor annuity in such terms as are comparable to the explanation required
under Paragraph (e)(1). Qualified preretirement survivor annuity coverage will
be automatically reinstated as of the first day of the plan year in which the
participant attains age 35. Any new waiver on or after such date shall be
subject to the full requirements of this Subsection 5.3.

         (3) Earliest Retirement Age - The earliest date on which, under the
             -----------------------
plan, the participant could elect to receive retirement benefits.

         (4) Qualified Election - A waiver of a qualified joint and survivor
             ------------------
annuity or a qualified preretirement survivor annuity. Any waiver of a qualified
joint and survivor annuity or a qualified preretirement survivor annuity shall
not be effective unless: (a) the participant's spouse consents in writing to the
election; (b) the election designates a specific beneficiary, including any
class of beneficiaries or any contingent beneficiaries, which may not be changed
without spousal consent (or the spouse expressly permits designations by the
participant without

                                                                              38

<PAGE>

any further spousal consent); (c) the spouse's consent acknowledges the effect
of the election; and (d) the spouse's consent is witnessed by a plan
representative or notary public. Additionally, a participant's waiver of the
qualified joint and survivor annuity shall not be effective unless the election
designates a form of benefit payment which may not be changed without spousal
consent (or the spouse expressly permits designations by the participant without
any further spousal consent). If it is established to the satisfaction of a plan
representative that there is no spouse or that the spouse cannot be located, a
waiver will be deemed a qualified election.

     Any consent by a spouse obtained under this provision (or establishment
that the consent of a spouse may not be obtained) shall be effective only with
respect to such spouse. A consent that permits designations by the participant
without any requirement of further consent by such spouse must acknowledge that
the spouse has the right to limit consent to a specific beneficiary, and a
specific form of benefit where applicable, and that the spouse voluntarily
elects to relinquish either or both of such rights. A revocation of a prior
waiver may be made by a participant without the consent of the spouse at any
time before the commencement of benefits. The number of revocations shall not be
limited. No consent obtained under this provision shall be valid unless the
participant has received notice as provided in Paragraph (e).

         (5) Qualified Joint and Survivor Annuity - An immediate annuity for the
             ------------------------------------
life of the participant with a survivor annuity for the life of the spouse which
is not less than 50 percent and not more than 100 percent of the amount of the
annuity which is payable during the joint lives of the participant and the
spouse and which is the amount of benefit which can be purchased with the
participant's vested account balance. The percentage of the survivor annuity
under the plan shall be 50% (unless a different percentage is elected by the
participant).

         (6) Spouse (Surviving Spouse) - The spouse or surviving spouse of the
             -------------------------
participant, provided that a former spouse will be treated as the spouse or
surviving spouse and a current spouse will not be treated as the spouse or
surviving spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p).

         (7) Annuity Starting Date - The first day of the first period for which
             ---------------------
an amount is paid as an annuity or any other form.

         (8) Vested Account Balance - The aggregate value of the participant's
             ----------------------
vested account balances derived from employer and employee contributions
(including rollovers), whether vested before or upon death, including the
proceeds of insurance contracts, if any, on the participant's life. The
provisions of this Subsection 5.3 shall apply to a participant who is vested in
amounts attributable to employer contributions, employee contributions (or both)
at the time of death or distribution.

     (e) Notice Requirements
         -------------------

         (1) In the case of a qualified joint and survivor annuity, the plan
administrator shall no less than 30 days and no more than 90 days prior to the
annuity starting date provide

                                                                              39

<PAGE>

each participant a written explanation of: (i) the terms and conditions of a
qualified joint and survivor annuity; (ii) the participant's right to make and
the effect of an election to waive the qualified joint and survivor annuity form
of benefit; (iii) the rights of a participant's spouse; and (iv) the right to
make, and the effect of, a revocation of a previous election to waive the
qualified joint and survivor annuity.

         (2) In the case of a qualified preretirement survivor annuity as
described in Paragraph (b) of this Subsection, the plan administrator shall
provide each participant within the applicable period for such participant a
written explanation of the qualified preretirement survivor annuity in such
terms and in such manner as would be comparable to the explanation provided for
meeting the requirements of Paragraph (e)(1) applicable to a qualified joint and
survivor annuity.

     The applicable period for a participant is whichever of the following
periods ends last: (i) the period beginning with the first day of the plan year
in which the participant attains age 32 and ending with the close of the plan
year preceding the plan year in which the participant attains age 35; (ii) a
reasonable period ending after the individual becomes a participant; (iii) a
reasonable period ending after Paragraph (e)(3) ceases to apply to the
participant; (iv) a reasonable period ending after this Subsection 5.3 first
applies to the participant. Notwithstanding the foregoing, notice must be
provided within a reasonable period ending after separation from service in the
case of a participant who separates from service before attaining age 35.

     For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii), (iii) and (iv) is the end
of the two-year period beginning one year prior to the date the applicable event
occurs, and ending one year after that date. In the case of a participant who
separates from service before the plan year in which he attains age 35, notice
shall be provided within the two-year period beginning one year prior to
separation and ending one year after separation. If such a participant
thereafter returns to employment with the employer, the applicable period for
such participant shall be redetermined.

         (3) Notwithstanding the other requirements of this Paragraph (e), the
respective notices prescribed by this Paragraph need not be given to a
participant if (1) the plan "fully subsidizes" the costs of a qualified joint
and survivor annuity or qualified preretirement survivor annuity, and (2) the
plan does not allow the participant to waive the qualified joint and survivor
annuity or qualified preretirement survivor annuity and does not allow a married
participant to designate a nonspouse beneficiary. For purposes of this
Subparagraph (e)(3), a plan fully subsidizes the costs of a benefit if no
increase in cost, or decrease in benefits to the participant may result from the
participant's failure to elect another benefit.

     (f) Safe Harbor Rules
         -----------------

     This Paragraph (f) shall apply to a participant in a profit-sharing plan,
and to any distribution, made on or after the first day of the first plan year
beginning after December 31,

                                                                              40

<PAGE>

1988, from or under a separate account attributable solely to accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B), and
maintained on behalf of a participant in a money purchase pension plan,
(including a target benefit plan) if the following conditions are satisfied: (1)
the participant does not or cannot elect payments in the form of a life annuity;
and (2) on the death of a participant, the participant's vested account balance
will be paid to the participant's surviving spouse, but if there is no surviving
spouse, or if the surviving spouse has consented in a manner conforming to a
qualified election, then to the participant's designated beneficiary. The
surviving spouse may elect to have distribution of the vested account balance
commence within the 90-day period following the date of the participant's death.
The account balance shall be adjusted for gains or losses occurring after the
participant's death in accordance with the provisions of the plan governing the
adjustment of account balances for other types of distributions. This Paragraph
(f) shall not be operative with respect to a participant in a profit-sharing
plan if the plan is a direct or indirect transferee of a defined benefit plan,
money purchase plan, a target benefit plan, stock bonus, or profit-sharing plan
which is subject to the survivor annuity requirements of Code Section 401(a)(11)
and section 417. If this Paragraph (f) is operative, then the provisions of this
Subsection 5.3, other than Paragraphs (c) and (g) shall be inoperative.

         (1) The participant may waive the spousal death benefit described in
this Paragraph (f) at any time provided that no such waiver shall be effective
unless it satisfies the conditions of Paragraph (d)(4) (other than the
notification requirement referred to therein) that would apply to the
participant's waiver of the qualified preretirement survivor annuity.

         (2) For purposes of this Paragraph (f), vested account balance shall
mean, in the case of a money purchase pension plan or a target benefit plan, the
participant's separate account balance attributable solely to accumulated
deductible employee contributions within the meaning of Code Section
72(o)(5)(B). In the case of a profit-sharing plan, vested account balance shall
have the same meaning as provided in Paragraph (d)(8).

     (g) Transitional Rules
         ------------------

         (1) Any living participant not receiving benefits on August 23, 1984,
who would otherwise not receive the benefits prescribed by the previous
Paragraphs of this Subsection 5.3 must be given the opportunity to elect to have
the prior Paragraphs of this Subsection apply if such participant is credited
with at least one hour of service under this plan or a predecessor plan in a
plan year beginning on or after January 1, 1976, and such participant had at
least 10 years of vesting service when he or she separated from service.

         (2) Any living participant not receiving benefits on August 23, 1984,
who was credited with at least one hour of service under this plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a plan year beginning on or after January 1, 1976,
must be given the opportunity to have his or her benefits paid in accordance
with Subparagraph (4).

                                                                              41

<PAGE>

         (3) The respective opportunities to elect (as described in
Subparagraphs (1) and (2)) must be afforded to the appropriate participants
during the period commencing on August 23, 1984, and ending on the date benefits
would otherwise commence to said participants.

         (4) Any participant who has elected pursuant to Subparagraph (2) and
any participant who does not elect under Subparagraph (1) or who meets the
requirements of Subparagraph (1) except that such participant does not have at
least 10 years of vesting service when he or she separates from service, shall
have his or her benefits distributed in accordance with all of the following
requirements if benefits would have been payable in the form of a life annuity:

             (A) Automatic joint and survivor annuity - If benefits in the form
                 ------------------------------------
of a life annuity become payable to a married participant who:

                 (i)   begins to receive payments under the plan on or after
normal retirement age; or

                 (ii)  dies on or after normal retirement age while still
working for the employer; or

                 (iii) begins to receive payments on or after the qualified
early retirement age; or


                 (iv)  separates from service on or after attaining normal
retirement age (or the qualified early retirement age) and after satisfying the
eligibility requirements for the payment of benefits under the plan and
thereafter dies before beginning to receive such benefits;

then such benefits will be received under this plan in the form of a qualified
joint and survivor annuity, unless the participant has elected otherwise during
the election period. The election period must begin at least 6 months before the
participant attains qualified early retirement age and end not more than 90 days
before the commencement of benefits. Any election hereunder will be in writing
and may be changed by the participant at any time.

             (B) Election of early survivor annuity - A participant who is
                 ----------------------------------
employed after attaining the qualified early retirement age will be given the
opportunity to elect, during the election period, to have a survivor annuity
payable on death. If the participant elects the survivor annuity, payments under
such annuity must not be less than the payments which would have been made to
the spouse under the qualified joint and survivor annuity if the participant had
retired on the day before his or her death. Any election under this provision
will be in writing and may be changed by the participant at any time. The
election period begins on the later of (1) the 90th day before the participant
attains the qualified early retirement age, or (2) the date on which
participation begins, and ends on the date the participant terminates
employment.

                                                                              42

<PAGE>

             (C) For purposes of this Subparagraph (4), qualified early
retirement age is the latest of:

                 (i)   the earliest date, under the plan, on which the
participant may elect to receive retirement benefits;

                 (ii)  the first day of the 120th month beginning before the
participant reaches normal retirement age; or

                 (iii) the date the participant begins participation.

     Further, for purposes of this Subparagraph (4), a qualified joint and
survivor annuity is an annuity for the life of the participant with an survivor
annuity for the life of the spouse as described in Paragraph (d)(5).

     (h) Loans - If required under Section 4.4(b)(1)(A) of the plan, a
         -----
participant must obtain the consent of his spouse, if any, to use his account
balances as security for a loan. Spousal consent shall be obtained no earlier
than the beginning of the 90-day period that ends on the date on which the loan
is to be so secured. The consent must be in writing, must acknowledge the effect
of the loan, and must be witnessed by a plan representative or notary public.
Such consent shall thereafter be binding with respect to the consenting spouse
or any subsequent spouse with respect to that loan. A new consent shall be
required if the account balances are used for renegotiation, extension, renewal,
or other revision of the loan.

     Once a valid spousal consent has been obtained in compliance with this
provision, then, notwithstanding any other provision of this plan, the portion
of the participant's vested account balances used as a security interest held by
the plan by reason of a loan outstanding to the participant shall be taken into
account for purposes of determining the amount of the account balances payable
at the time of death or distribution, but only if the reduction is used as
repayment of the loan. If less than 100% of the participant's vested account
balances (determined without regard to the preceding sentence) is payable to the
surviving spouse, then the account balances shall be adjusted by first reducing
the vested account balances by the amount of the security used as repayment of
the loan, and then determining the benefit payable to the surviving spouse.

     Section 5.4. Distribution Requirements
     ------------ -------------------------

     Subject to Subsection 5.3 Joint and Survivor Annuity Requirements, the
requirements of this Subsection 5.4 shall apply to any distribution of a
participant's interest and will take precedence over any inconsistent provisions
of this plan. Unless otherwise specified, the provisions of this Subsection
apply to calendar years beginning after December 31, 1984.

     All distributions required under this Subsection shall be determined and
made in accordance with the proposed regulations under Code Section 401(a)(9),
including the minimum distribution incidental benefit requirement of Section
1.401(a)(9)-2 of the Proposed Regulations.

                                                                              43

<PAGE>

     (a) Required Beginning Date - The entire interest of a participant must be
         -----------------------
distributed or begin to be distributed no later than the participant's required
beginning date.

     (b) Limits on Distribution Periods - As of the first distribution calendar
         ------------------------------
year, distributions, if not made in a single-sum, may only be made over one of
the following periods (or a combination thereof):

         (1) the life of the participant;

         (2) the life of the participant and a designated beneficiary;

         (3) a period certain not extending beyond the life expectancy of the
participant; or

         (4) a period certain not extending beyond the joint and last survivor
expectancy of the participant and a designated beneficiary.

     (c) Determination of Amount to Be Distributed Each Year - If the
         ---------------------------------------------------
participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date.

         (1) Individual Account -
             ------------------

             (A) If a participant's benefit is to be distributed over (1) a
period not extending beyond the life expectancy of the participant or the joint
life and last survivor expectancy of the participant and the participant's
designated beneficiary or (2) a period not extending beyond the life expectancy
of the designated beneficiary, the amount required to be distributed for each
calendar year, beginning with distributions for the first distribution calendar
year, must at least equal the quotient obtained by dividing the participant's
benefit by the applicable life expectancy.

             (B) For calendar years beginning before January 1, 1989, if the
participant's spouse is not the designated beneficiary, the method of
distribution selected must assure that at least 50% of the present value of the
amount available for distribution is paid within the life expectancy of the
participant.

             (C) For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with distributions for the first
distribution calendar year shall not be less than the quotient obtained by
dividing the participant's benefit by the lesser of (1) the applicable life
expectancy or (2) if the participant's spouse is not the designated beneficiary,
the applicable divisor determined from the table set forth in Q&A-4 of Section
1.401(a)(9)-2 of the Proposed Regulations. Distributions after the death of the
participant shall be distributed using the applicable life expectancy in
Paragraph (c)(1)(A) above as the relevant divisor without regard to Proposed
Regulations Section 1.401(a)(9)-2.

                                                                              44

<PAGE>

             (D) The minimum distribution required for the participant's first
distribution calendar year must be made on or before the participant's required
beginning date. The minimum distribution for other calendar years, including the
minimum distribution for the distribution calendar year in which the employee's
required beginning date occurs, must be made on or before December 31 of that
distribution calendar year.

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

     (d) Death Distribution Provisions
         -----------------------------

         (1) Distribution beginning before death - If the participant dies after
             -----------------------------------
distribution of his or her interest has begun, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the participant's death.

         (2) Distribution beginning after death - If the participant dies before
             ----------------------------------
distribution of his or her interest begins, distribution of the participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth anniversary of the participant's death except to the extent
that an election is made to receive distributions in accordance with (A) or (B)
below:

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

             (B) If the designated beneficiary is the participant's surviving
spouse, the date distributions are required to begin in accordance with (A)
above shall not be earlier than the later of (i) December 31 of the calendar
year immediately following the calendar year in which the participant died and
(ii) December 31 of the calendar year in which the participant would have
attained age 70 1/2.

     If the participant has not made an election pursuant to this Paragraph
(d)(2) by the time of his or her death, the participant's designated beneficiary
must elect the method of distribution no later than the earlier of (1) December
31 of the calendar year in which distributions would be required to begin under
this Paragraph, or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the participant. If the participant has no
designated beneficiary, or if the designated beneficiary does not elect a method
of distribution, distribution of the participant's entire interest must be
completed by December 31 of the calendar year containing the fifth anniversary
of the participant's death.

                                                                              45

<PAGE>

         (3) For purposes of Paragraph (d)(2) above, if the surviving spouse
dies after the participant, but before payments to such spouse begin, the
provisions of Paragraph (d)(2) with the exception of paragraph (B) therein,
shall be applied as if the surviving spouse were the participant.

         (4) For purposes of this Paragraph (d), any amount paid to a child of
the participant will be treated as if it had been paid to the surviving spouse
if the amount becomes payable to the surviving spouse when the child reaches the
age of majority.

         (5) For the purposes of this Paragraph (d), distribution of a
participant's interest is considered to begin on the participant's required
beginning date (or, if Subparagraph (3) above is applicable, the date
distribution is required to begin to the surviving spouse pursuant to
Subparagraph (2) above). If distribution in the form of an annuity irrevocably
commences to the participant before the required beginning date, the date
distribution is considered to begin is the date distribution actually commences.

     (e) Definitions (Code Section 401(a)(9) Requirements)
         -----------

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

         (2) Designated Beneficiary - The individual who is designated as the
             ----------------------
beneficiary under the plan in accordance with Code Section 401(a)(9) and the
proposed regulations thereunder.

         (3) Distribution Calendar Year - A calendar year for which a minimum
             --------------------------
distribution is required. For distributions beginning before the participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the participant's required beginning
date. For distributions beginning after the participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin pursuant to Paragraph (d) above.

         (4) Life Expectancy - Life expectancy and joint and last survivor
             ---------------
expectancy are computed by use of the expected return multiples in Tables V and
VI of Section 1.72-9 of the Income Tax Regulations.

     Unless otherwise elected by the participant (or spouse, in the case of
distributions described in Paragraph (d)(2)(B) above) by the time distributions
are required to begin, life expectancies shall be recalculated annually. Such
election shall be irrevocable as to the

                                                                              46

<PAGE>

participant (or spouse) and shall apply to all subsequent years. The life
expectancy of a nonspouse beneficiary may not be recalculated.

         (5) Participant's Benefit -
             ---------------------

             (A) The account balance as of the last valuation date in the
calendar year immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions or forfeitures
allocated to the account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date.

             (B) Exception for second distribution calendar year. For purposes
of Subparagraph (5)(A) above, if any portion of the minimum distribution for the
first distribution calendar year is made in the second distribution calendar
year on or before the required beginning date, the amount of the minimum
distribution made in the second distribution calendar year shall be treated as
if it had been made in the immediately preceding distribution calendar year.

         (6) Required Beginning Date - The required beginning date of a
             -----------------------
participant is the first day of April of the calendar year following the
calendar year in which the participant attains age 70 1/2.

             (A) The required beginning date of a participant who attains age 70
1/2 before January 1, 1988, shall be determined in accordance with (i) or (ii)
below.

                 (i)  Non-5-percent owners. The required beginning date of a
participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which the later of retirement or
attainment of age 70 1/2 occurs.

                 (ii) 5-percent owners. The required beginning date of a
participant who is a 5-percent owner during any year beginning after December
31, 1979, is the first day of April following the later of :

                      a. the calendar year in which the participant attains age
70 1/2; or

                      b. the earlier of the calendar year with or within which
ends the plan year in which the participant becomes a 5-percent owner, or the
calendar year in which the participant retires.

     The required beginning date of a participant who is not a 5-percent owner
who attains age 70 1/2 during 1988 and who has not retired as of January 1,
1989, is April 1, 1990.

             (B) 5-percent owner. A participant is treated as a 5-percent owner
for purposes of this Paragraph (e) if such participant is a 5-percent owner as
defined in Code Section 416(i) (determined in accordance with Section 416 but
without regard to whether the plan is top-

                                                                              47

<PAGE>

heavy) at any time during the plan year ending with or within the calendar year
in which such owner attains age 66 1/2 or any subsequent plan year.

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

        (f)     Transitional Rule
                -----------------

                (1)     Notwithstanding the other requirements of this Section
5.4 and subject to the requirements of Section 5.3, Joint and Survivor Annuity
Requirements, distribution on behalf of any employee, including a 5-percent
owner, may be made in accordance with all of the following requirements
(regardless of when such distribution commences).

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

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

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

                        (D)     The employee had accrued a benefit under the
plan as of December 31, 1983.

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

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

                (2)     For any distribution which commences before January 1,
1984, but continues after December 31, 1983, the employee, or the beneficiary,
to whom such distribution is being made, will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the
requirements in this Paragraph.

                (3)     If a designation is revoked any subsequent distribution
must satisfy the requirements of Code Section 401(a)(9) and the proposed
regulations thereunder. If a

                                                                              48

<PAGE>

designation is revoked subsequent to the date distributions are required to
begin, the trust must distribute by the end of the calendar year following the
calendar year in which the revocation occurs the total amount not yet
distributed which would have been required to have been distributed to satisfy
Code Section 401(a)(9) and the proposed regulations thereunder, but for the Code
Section 242(b)(2) election. For calendar years beginning after December 31,
1988, such distributions must meet the minimum distribution incidental benefit
requirements in Section 1.401(a)(9)-2 of the Proposed Regulations. Any changes
in the designation will be considered to be a revocation of the designation.
However, the mere substitution or addition of another beneficiary (one not named
in the designation) under the designation will not be considered to be a
revocation of the designation, so long as such substitution or addition does not
alter the period over which distributions are to be made under the designation,
directly or indirectly (for example, by altering the relevant measuring life).
In the case in which an amount is transferred or rolled over from one plan to
another plan, the rules in Proposed Regulation Section 1.401(a)(9)-1 Q&A J-2 and
Q&A J-3 shall apply.

        Section 5.5.    Top Heavy Provisions
        -----------     --------------------

        (a)     Application of Provisions - If the plan is or becomes top-heavy
                -------------------------
in any plan year beginning after December 31, 1983, the provisions of Subsection
5.5 will supersede any conflicting provisions in the plan.

        (b)     Minimum Allocation
                ------------------

                (1)     Except as otherwise provided in (3) and (4) below, the
employer contributions and forfeitures allocated on behalf of any participant
who is not a key employee shall not be less than the lesser of three percent of
such participant's compensation or in the case where the employer has no defined
benefit plan which designates this plan to satisfy Code Section 401, the largest
percentage of employer contributions and forfeitures, as a percentage of the key
employee's compensation which may be taken into account under Section 1.2(c),
allocated on behalf of any key employee for that year. For this purpose, amounts
contributed to the key employee's employee 401(k) elective deferral account
shall be included as allocations on his behalf for that year. The minimum
allocation is determined without regard to any Social Security contribution.
This minimum allocation shall be made even though, under other plan provisions,
the participant would not otherwise be entitled to receive an allocation, or
would have received a lesser allocation for the year because of (i) the
participant's failure to complete 1,000 hours of service (or any equivalent
provided in the plan), or (ii) the participant's failure to make mandatory
employee contributions to the plan, or (iii) compensation less than a stated
amount.

                (2)     For purposes of computing the minimum allocation,
compensation shall mean compensation as defined in Section 1.2(a) of the plan.

                (3)     The provision in (1) above shall not apply to any
participant who was not employed by the employer on the last day of the plan
year.

                                                                              49

<PAGE>


                (4)     The provision in (1) above shall not apply to any
participant to the extent the participant is covered under any other plan or
plans of the employer and the employer has provided in Section 3.2 or 3.3 that
the minimum allocation or benefit requirement applicable to top-heavy plans will
be met in the other plan or plans. If this plan is intended to meet the minimum
allocation or benefit requirement applicable to another plan or plans, the
employer shall so provide in Section 3.2 or 3.3, as appropriate.

                (5)     The minimum allocation required (to the extent required
to be nonforfeitable under Code Section 416(b)) may not be forfeited under Code
Section 411(a)(3)(B) or 411(a)(3)(D).

        (c)     Adjustments in Code Section 415 Limits - If the plan is
                --------------------------------------
top-heavy, the defined benefit fraction and the defined contribution fraction
shall be computed by applying a factor of 1.0 (instead of 1.25) to the
applicable dollar limits under Code Section 415(b)(1)(A) and 415(c)(1)(A) for
such year, unless the plan meets both the following conditions:

                (1)     Such plan would not be a top-heavy plan if "90%" were
substituted for "60%" in the top-heavy tests; and

                (2)     The minimum employer contribution percentage under
paragraph (b) is 4 percent instead of 3 percent.

        However, the reduced Code Section 415 factor of 1.0 shall not apply
under a top-heavy plan with respect to any individual so long as there are no
employer contributions, forfeitures, or voluntary employee non-deductible
contributions allocated to such individual.

        (d)     Minimum Vesting Schedules - For any plan year in which this plan
                -------------------------
is top-heavy, the following minimum vesting schedule shall automatically apply
to the plan, if this schedule is more liberal than the schedule(s) provided in
Section 4.2(a)(6).

                 Year of Service                             Vesting Percentage
                 ---------------                             ------------------

                    0-1 Year                                         0%
                        2                                           20%
                        3                                           40%
                        4                                           60%
                        5                                           80%
                 6 or more Years                                    100%

        The minimum vesting schedule shall apply to all benefits within the
meaning of Code Section 411(a)(7) except those attributable to employee
contributions, including benefits accrued before the effective date of Code
Section 416 and benefits accrued before the plan became top-heavy. Further, no
decrease in a participant's nonforfeitable percentage may occur in the event the
plan's status as top-heavy changes for any plan year, and the provisions of
Section 7.2(d) shall

                                                                              50

<PAGE>

apply. However, this Section does not apply to the account balances of any
employee who does not have an hour of service after the plan has initially
become top-heavy and such employee's account balance attributable to employer
contributions and forfeitures will be determined without regard to this Section.

        (e)     Definitions     (Code Section 416 Requirements)
                -----------

                (1)     Key Employee - Any employee or former employee (and the
                        ------------
beneficiaries of such employee) who at any time during the determination period
was an officer of the employer if such individual's annual compensation exceeds
50 percent of the dollar limitation under Code Section 415(b)(1)(A), an owner
(or considered an owner under Code Section 318) of one of the ten largest
interests in the employer if such individual's compensation exceeds 100 percent
of the dollar limitation under Code Section 415(c)(1)(A), a 5-percent owner of
the employer, or a 1-percent owner of the employer who has an annual
compensation of more than $150,000. Annual compensation means compensation as
defined in Code Section 415(c)(3), but including amounts contributed by the
employer pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Section 125, Section 402(a)(8), Section
402(h) or Section 403(b). The determination period is the plan year containing
the determination date and the four (4) preceding plan years.

        The determination of who is a key employee will be made in accordance
with Code Section 416(i)(1) and the regulations thereunder.

                (2)     Top-Heavy Plan - For any plan year beginning after
                        --------------
December 31, 1983, this plan is top-heavy if any of the following conditions
exists:

                        (A)     If the top-heavy ratio for this plan exceeds 60
percent and this plan is not part of any required aggregation group or
permissive aggregation group of plans.

                        (B)     If this plan is a part of a required aggregation
group of plans but not part of a permissive aggregation group and the top-heavy
ratio for the group of plans exceeds 60 percent.

                        (C)     If this plan is a part of a required aggregation
group and part of a permissive aggregation group of plans and the top-heavy
ratio for the permissive aggregation group exceeds 60 percent.

                (3)     Top-Heavy Ratio -
                        ---------------

                        (A) If the employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and the
employer has not maintained any defined benefit plan which during the 5-year
period ending on the determination date(s) has or has had accrued benefits, the
top-heavy ratio for this plan alone or for the required or permissive
aggregation group as appropriate is a fraction, the numerator of which is the
sum of the account balances of all key employees as of the determination date(s)
(including any part of any account

                                                                              51

<PAGE>

balance distributed in the 5-year period ending on the determination date(s)),
and the denominator of which is the sum of all account balances (including any
part of any account balance distributed in the 5-year period ending on the
determination date(s)), both computed in accordance with Code Section 416 and
the regulations thereunder. Both the numerator and denominator of the top-heavy
ratio are increased to reflect any contribution not actually made as of the
determination date, but which is required to be taken into account on that date
under Code Section 416 and the regulations thereunder.

                        (B)     If the employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and the
employer maintains or has maintained one or more defined benefit plans which
during the 5-year period ending on the determination date(s) has or has had any
accrued benefits, the top-heavy ratio for any required or permissive aggregation
group as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all key
employees, determined in accordance with (A) above, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all key
employees as of the determination date(s), and the denominator of which is the
sum of the account balances under the aggregated defined contribution plan or
plans for all participants, determined in accordance with (A) above, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the determination date(s), all determined in accordance
with Code Section 416 and the regulations thereunder. The accrued benefits under
a defined benefit plan in both the numerator and denominator of the top-heavy
ratio are increased for any distribution of an accrued benefit made in the
five-year period ending on the determination date.

                        (C)     For purposes of (A) and (B) above the value of
account balances and the present value of accrued benefits will be determined as
of the most recent valuation date that falls within or ends with the 12-month
period ending on the determination date, except as provided in Code Section 416
and the regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a participant (1) who
is not a key employee but who was a key employee in a prior year, or (2) who has
not been credited with at least one hour of service with any employer
maintaining the plan at any time during the 5-year period ending on the
determination date will be disregarded. The calculation of the top-heavy ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Code Section 416 and the regulations
thereunder. Deductible employee contributions will not be taken into account for
purposes of computing the top-heavy ratio. When aggregating plans the value of
account balances and accrued benefits will be calculated with reference to the
determination dates that fall within the same calendar year.

        The accrued benefit of a participant other than a key employee shall be
determined under (1) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the employer, or (2) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Code Section
411(b)(1)(C).

                                                                              52

<PAGE>

          (4)  Permissive Aggregation Group - The required aggregation group of
               ----------------------------
plans plus any other plan or plans of the employer which, when considered as a
group with the required aggregation group, would continue to satisfy the
requirements of Code Sections 401(a)(4) and 410.

          (5)  Required Aggregation Group - (1) Each qualified plan of the
               --------------------------
employer in which at least one key employee participates or participated at any
time during the determination period (regardless of whether the plan has
terminated), and (2) any other qualified plan of the employer which enables a
plan described in (1) to meet the requirements of Code Sections 401(a)(4) or
410.

          (6)  Determination Date - For any plan year subsequent to the first
               ------------------
plan year, the last day of the preceding plan year. For the first plan year of
the plan, the last day of that year.

          (7)  Valuation Date - The last day of the plan year shall be the date
               --------------
as of which account balances or accrued benefits are valued for purposes of
calculating the top-heavy ratio.

          (8)  Present Value - Present value shall be based only on the interest
               -------------
and mortality rates specified in the employer's defined benefit plan.

          (9)  Non-Key Employee - Any employee who is not a key employee.
               ----------------
Non-key employees include employees who are former key employees.

  Section 5.6. Limitations and Conditions Regarding Contributions under Code
  --------------------------------------------------------------------------
Sections 402(g), 401(k) and 401(m).
----------------------------------

  (a)

          (1)  Limit Maximum Amount of Elective Deferrals under Code Section
               -------------------------------------------------------------
402(g). No participant shall be permitted to have elective deferrals made under
------
this plan, or any other qualified plan maintained by the employer, during any
taxable year, in excess of the dollar limitation contained in Code Section
402(g) in effect at the beginning of such taxable year.

          (2)  Distribution of Excess Elective Deferrals. A participant may
               -----------------------------------------
assign to this plan any excess elective deferrals made during a taxable year of
the participant by following the claim procedure set forth in Subsection (a)(3).
Also, the employer may notify this plan on behalf of a participant who has
excess deferrals for the taxable year calculated by taking into account only
elective deferrals under the plans maintained by the employer.

     Notwithstanding any other provision of the plan, excess elective deferrals,
plus any income and minus any loss allocable thereto, shall be distributed no
later than April 15 to any participant to whose account excess elective
deferrals were assigned for the preceding year and for whom excess elective
deferrals have been claimed for such taxable year.

                                                                           53

<PAGE>

          (3)  Claims - The participant's claim shall be in writing; shall be
               ------
submitted to the plan administrator no later than March 1; shall specify the
participant's excess deferral amount for the preceding calendar year; and shall
be accompanied by the participant's written statement that if such amounts are
not distributed, such excess deferral amount, when added to amounts deferred
under other plans or arrangements described in Code Sections 401(k), 408(k),
457, or 403(b), exceeds the limit imposed on the participant by Code Section
402(g) for the year in which the deferral occurred.

          (4)  Definitions (Code Section 402(g) Limitations)
               -----------

               (A)  Elective Deferrals shall mean any employer contributions
                    ------------------
made to the plan at the election of the participant, in lieu of cash
compensation, and shall include contributions made pursuant to a salary
reduction agreement or other deferral mechanism. With respect to any taxable
year, a participant's elective deferral is the sum of all employer contributions
made on behalf of such participant pursuant to an election to defer under any
qualified cash or deferred arrangement as described in Code Section 401(k), any
simplified employee pension cash or deferred arrangement as described in Section
402(h)(1)(B), any eligible deferred compensation plan under Section 457, any
plan as described under Section 501(c)(18), and any employer contributions made
on the behalf of a participant for the purchase of an annuity contract under
Section 403(b) pursuant to a salary reduction agreement. Elective deferrals
shall not include any deferrals properly distributed as excess annual additions.

              (B)   Excess Elective Deferrals shall mean those elective
                    -------------------------
deferrals that are includible in a participant's gross income under Code Section
402(g) to the extent such participant's elective deferrals for a taxable year
exceed the dollar limitation under such Code Section. Excess elective deferrals
shall be treated as annual additions under the plan, unless such amounts are
distributed no later than the first April 15 following the close of the
participant's taxable year.

          (5)  Determination Of Income Or Loss - Excess elective deferrals shall
               -------------------------------
be adjusted for any income or loss for the participant's taxable year. The
income or loss allocable to excess elective deferrals is the income or loss
allocable to the participant's employee 401(k) elective deferral account for the
taxable year multiplied by a fraction, the numerator of which is such
participant's excess elective deferrals for the year and the denominator is the
participant's account balance attributable to elective deferrals without regard
to any income or loss occurring during such taxable year.

     (b)

          (1)  Actual Deferral Percentage Test - The actual deferral percentage
               -------------------------------
(hereinafter "ADP") for participants who are highly compensated employees for
each plan year and the ADP for participants who are non-highly compensated
employees for the same plan year must satisfy one of the following tests: 1) The
ADP for participants who are highly compensated employees for the plan year
shall not exceed the ADP for participants who are non-highly

                                                                           54

<PAGE>

compensated employees for the same plan year multiplied by 1.25; or 2) The ADP
for participants who are highly compensated employees for the plan year shall
not exceed the ADP for participants who are non-highly compensated employees for
the same plan year multiplied by 2.0, provided that the ADP for participants who
are highly compensated employees does not exceed the ADP for participants who
are non-highly compensated employees by more than two (2) percentage points.

               (A)  Special Rules Applying to ADP Test
                    ----------------------------------

                    (i)   The ADP for any participant who is a highly
compensated employee for the plan year and who is eligible to have elective
deferrals (and qualified non-elective contributions or qualified matching
contributions, or both, to the extent treated as elective deferrals for purposes
of the ADP test) allocated to his or her accounts under two or more arrangements
described in Code Section 401(k), that are maintained by the employer, shall be
determined as if such elective deferrals (and, to the extent taken into account,
such qualified non-elective contributions or qualified matching contributions,
or both) were made under a single arrangement. If a highly compensated employee
participates in two or more cash or deferred arrangements that have different
plan years, all cash or deferred arrangements ending with or within the same
calendar year shall be treated as a single arrangement. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code Section 401(k).

                    (ii)  In the event that this plan satisfies the requirements
of Code Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or
more other plans, or if one or more other plans satisfy the requirements of such
sections only if aggregated with this plan, then this Section 5.6(b)(1) shall be
applied by determining the ADP of employees as if all such plans were a single
plan. For plan years beginning after December 31, 1989, plans may be aggregated
in order to satisfy Code Section 401(k) only if they have the same plan year.

                    (iii) For purposes of determining the ADP of a participant
who is a 5-percent owner or one of the ten most highly-paid highly compensated
employees, the elective deferrals (and qualified non-elective contributions or
qualified matching contributions, or both, to the extent treated as elective
deferrals for purposes of the ADP test) and compensation of such participant
shall include the elective deferrals (and, to the extent taken into account,
qualified non-elective contributions and qualified matching contributions, or
both) and compensation for the plan year of family members (as defined in Code
Section 414(q)(6)). Family members, with respect to such highly compensated
employees, shall be disregarded as separate employees in determining the ADP
both for participants who are non-highly compensated employees and for
participants who are highly compensated employees.

                    (iv)  For purposes of determining the ADP test, elective
deferrals, qualified non-elective contributions and qualified matching
contributions must be made before the last day of the twelve-month period
immediately following the plan year to which contributions relate. An elective
deferral shall be taken into account only if it relates to

                                                                           55

<PAGE>

compensation that either (a) would have been received by the participant in the
plan year but for the deferral election, or (b) is attributable to services
performed by the participant in the plan year and would have been received by
the participant within 2 1/2 months after the last day of the plan year but for
the deferral election.

                    (v)   The plan administrator shall maintain records
sufficient to demonstrate satisfaction of the ADP test and the amount of
qualified non-elective contributions or qualified matching contributions, or
both, used in such test.

                    (vi)  Qualified non-elective contributions may be taken into
account as elective deferrals only to the extent needed to meet the ADP test.
Qualified matching contrib utions may be taken into account only to the extent
such contributions are not needed to meet the average contribution percentage
test unless it is the intention of the plan administrator to test all qualified
non-elective and matching contributions under the ADP test.

                    (vii) The determination and treatment of the ADP amounts of
any participant shall satisfy such other requirements as may be prescribed by
the Secretary of the Treasury.

               (B)  Actual Deferral Percentage shall mean, for a specified group
                    --------------------------
of participants for a plan year, the average of the ratios (calculated
separately for each participant in such group) of (1) the amount of employer
contributions actually paid over to the trust on behalf of such participant for
the plan year to (2) the participant's compensation as defined in Section
1.2(e). Employer contributions on behalf of any participant shall include: (1)
any elective deferrals made pursuant to the participant's deferral election,
including excess elective deferrals of highly compensated employees, but
excluding (a) excess elective deferrals of nonhighly compensated employees that
arise solely from elective deferrals made under the plan or plans of this
employer and (b) elective deferrals that are taken into account in the average
contribution percentage test (provided the ADP test is satisfied both with and
without exclusion of these elective deferrals); and (2) at the election of the
employer, qualified non-elective contributions and qualified matching
contributions. For purposes of computing actual deferral percentages, an
employee who would be a participant but for the failure to make elective
deferrals shall be treated as a participant on whose behalf no elective
deferrals are made. Amounts distributed under Section 5.1(a)(4)(B) shall not be
included in the calculation.

          (2)  Distribution Of Excess Contributions - Notwithstanding any other
               ------------------------------------
provision of this plan, excess contributions, plus any income and minus any loss
allocable thereto, shall be distributed no later than the last day of each plan
year to participants to whose accounts such excess contributions were allocated
for the preceding plan year. If such excess amounts are distributed more than 2
1/2 months after the last day of the plan year in which such excess amounts
arose, a ten (10) percent excise tax will be imposed on the employer maintaining
the plan with respect to such amounts. Such distributions shall be made to
highly compensated employees on the basis of the respective portions of the
excess contributions attributable to each of such employees. Excess
contributions of participants who are subject to the family member

                                                                           56

<PAGE>

aggregation rules shall be allocated among the family members in proportion to
the elective deferrals (and amounts treated as elective deferrals) of each
family member that is combined to determine the combined ADP.

     Excess contributions (including the amounts recharacterized) shall be
treated as annual additions under the plan.

               (A)  Determination of Income or Loss - Excess contributions shall
                    -------------------------------
be adjusted for any income or loss for the plan year. The income or loss
allocable to excess contributions is the income or loss allocable to the
participant's employee 401(k) elective deferral account (and, if applicable, the
qualified non-elective contribution account or the qualified employer matching
contribution account or both) for the plan year multiplied by a fraction, the
numerator of which is such participant's excess contributions for the year and
the denominator is the participant's account balance(s) attributable to elective
deferrals (and qualified non-elective contributions or qualified matching
contributions, or both, if any of such contributions are included in the ADP
test) without regard to any income or loss occurring during such plan year.

               (B)  Accounting for Excess Contributions - Excess contributions
                    -----------------------------------
shall be distributed from the participant's employee 401(k) elective deferral
account and qualified employer matching contribution account (if applicable) in
proportion to the participant's elective deferrals and qualified matching
contributions (to the extent used in the ADP test) for the plan year. Excess
contributions shall be distributed from the participant's qualified non-elective
contribution account only to the extent that such excess contributions exceed
the balance in the participant's employee 401(k) elective deferral account and
employer matching contribution account.

               (C)  Excess Contributions shall mean, with respect to any plan
                    --------------------
year, the excess of: 1) The aggregate amount of employer contributions actually
taken into account in computing the ADP of highly compensated employees for such
plan year, over 2) The maximum amount of such contributions permitted by the ADP
test (determined by reducing contributions made on behalf of highly compensated
employees in order of the ADPs, beginning with the highest of such percentages).

     Such determination shall be made after first determining excess elective
deferrals pursuant to Section 5.6(a).

          (3)  Recharacterization - A participant may treat his or her excess
               ------------------
contributions as an amount distributed to the participant and then contributed
by the participant to the plan as an employee nondeductible contribution.
Recharacterized amounts will remain nonforfeitable and subject to the same
distribution requirements as elective deferrals. Therefore, such recharacterized
amounts shall be held in a recharacterized funds account which shall be invested
and otherwise accounted for in the same manner as an employee 401(k) elective
deferral account but which shall be subject to the ADP test. Amounts may not be
recharacterized by a highly compensated employee to the extent that such amount
in combination with other employee

                                                                           57

<PAGE>

nondeductible contributions made by that employee would exceed any stated limit
under the plan on employee nondeductible contributions.

     Recharacterization must occur no later than two and one-half months after
the last day of the plan year in which such excess contributions arose and is
deemed to occur no earlier than the date the last highly compensated employee is
informed in writing of the amount recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the participant for the participant's
tax year in which the participant would have received them in cash under a cash
or deferred arrangement.

     (c)

               (1) Limitations on Employee Contributions and Matching
                   --------------------------------------------------
Contributions Under Code Section 401(m) - The average contribution percentage
---------------------------------------
(hereinafter "ACP") for participants who are highly compensated employees for
each plan year and the ACP for participants who are non-highly compensated
employees for the same plan year must satisfy one of the following tests: 1) The
ACP for participants who are highly compensated employees for the plan year
shall not exceed the ACP for participants who are non-highly compensated
employees for the same plan year multiplied by 1.25; or 2) The ACP for
participants who are highly compensated employees for the plan year shall not
exceed the ACP for participants who are non-highly compensated employees for the
same plan year multiplied by two (2), provided that the ACP for participants who
are highly compensated employees does not exceed the ACP for participants who
are non-highly compensated employees by more than two (2) percentage points.

                   (A) Special Rules For Limitations Under Code Section 401(m)-
                       -------------------------------------------------------

                       (i)  Multiple Use: If one or more highly compensated
employees are subject to both the ADP test and the ACP test and the sum of the
ADP and ACP of those highly compensated employees subject to either or both
tests exceeds the aggregate limit, then either the ADP or the ACP of those
highly compensated employees who are subject to both tests will be reduced
(beginning with such highly compensated employee whose percentage is the
highest) so that the limit is not exceeded. The plan administrator shall
determine whether the ADP or the ACP for the plan will be reduced for the plan
year. The amount by which each highly compensated employee's percentage is
reduced shall be treated as either an excess contribution or an excess aggregate
contribution, as appropriate. The ADP and ACP of the highly compensated
employees are determined after any corrections required to meet the ADP and ACP
tests. Multiple use does not occur if both the ADP and ACP of the highly
compensated employees does not exceed 1.25 multiplied by the ADP and ACP of the
non-highly compensated employees.

                       (ii) For purposes of this Section 5.6(c) (1), the
contribution percentage for any participant who is a highly compensated employee
and who is eligible to have contribution percentage amounts allocated to his or
her account under two or more plans

                                                                              58

<PAGE>

described in Code Section 401(a), or arrangements described in Code Section
401(k) that are maintained by the employer, shall be determined as if the total
of such contribution percentage amounts were made under each plan. If a highly
compensated employee participates in two or more cash or deferred arrangements
that have different plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Code Section 401(m).

                       (iii)  In the event that this plan satisfies the
requirements of Code Sections 401(m), 401(a)(4) or 410(b) only if aggregated
with one or more other plans, or if one or more other plans satisfy the
requirements of such sections only if aggregated with this plan, then this
Section 5.6(c)(1) shall be applied by determining the contribution percentage of
employees as if all such plans were a single plan. For plan years beginning
after December 31, 1989, plans may be aggregated in order to satisfy Code
Section 401(m) only if they have the same plan year.

                       (iv)   For purposes of determining the contribution
percentage of a participant who is a five-percent owner or one of the ten most
highly-paid highly compensated employees, the contribution percentage amounts
and compensation of such participant shall include the contribution percentage
amounts and compensation for the plan year of family members (as defined in Code
Section 414(q)(6)). Family members, with respect to highly compensated
employees, shall be disregarded as separate employees in determining the
contribution percentage both for participants who are non-highly compensated
employees and for participants who are highly compensated employees.

                       (v)    For purposes of determining the contribution
percentage test, employee contributions are considered to have been made in the
plan year in which contributed to the trust. Matching contributions and
qualified non-elective contributions will be considered made for a plan year if
made no later than the end of the twelve-month period beginning on the day after
the close of the plan year.

                       (vi)   The plan administrator shall maintain records
sufficient to demonstrate satisfaction of the ACP test and the amount of
qualified non-elective contributions or qualified matching contributions, or
both, used in such test.

                       (vii)  Employee 401(k) elective deferral contributions
may be taken into account; however, the ADP test shall be met before any
elective deferrals are used in the ACP test and the elective deferrals needed to
meet the ADP test shall not be used to meet the ACP test. Qualified non-elective
contributions shall be taken into account to the extent such contributions are
not used to meet the ADP test.

                       (viii) The determination and treatment of the
contribution percentage of any participant shall satisfy such other requirements
as may be prescribed by the Secretary of the Treasury.

                                                                              59

<PAGE>

                   (B) Definitions: (Code Section 401(m) Limitations)
                       -----------

                       (i)    Aggregate Limit shall mean the sum of (i) 125
                              ---------------
percent of the greater of the ADP of the non-highly compensated employees for
the plan year or the ACP of non-highly compensated employees under the plan
subject to Code Section 401(m) for the plan year beginning with or within the
plan year of the 401(k) plan and (ii) the lesser of 200% or two plus the lesser
of such ADP or ACP. "Lesser" is substituted for "greater" in (i) above, and
"greater" is substituted for "lesser" after "two plus the" in (ii) if it would
result in a larger aggregate limit.

                       (ii)   Average Contribution Percentage shall mean the
                              -------------------------------
average of the contribution percentages of the eligible participants in a group.

                       (iii)  Contribution Percentage shall mean the ratio
                              -----------------------
(expressed as a percentage) of the participant's contribution percentage amounts
to the participant's compensation as defined in Section 1.2(e).

                       (iv)   Contribution Percentage Amounts shall mean the sum
                              -------------------------------
of the employee nondeductible contributions, employer matching contributions and
employee 401(k) elective deferrals (to the extent not taken into account for
purposes of the ADP test) made under the plan on behalf of the participant for
the plan year. Such contribution percentage amounts shall not include matching
contributions that are forfeited either to correct excess aggregate
contributions or because the contributions to which they relate are excess
deferrals, excess contributions, or excess aggregate contributions. Qualified
non-elective contributions may be included in the contribution percentage
amounts. Employee 401(k) elective deferrals may also be used in calculating the
contribution percentage amounts so long as the ADP test is met before the
elective deferrals are used in the ACP test and the ADP test continues to be met
following the exclusion of those elective deferrals that are used to meet the
ACP test. Amounts distributed under Section 5.1(a)(4)(A) and (B) shall not be
included in the calculation.

                       (v)    Eligible Participant shall mean any employee who
                              --------------------
is eligible to make an employee nondeductible contribution, or an elective
deferral (if the employer takes such contributions into account in the
calculation of the contribution percentage), or to receive an employer matching
contribution (including forfeitures). If an employee nondeductible contribution
is required as a condition of participation in the plan, any employee who would
be a participant in the plan if such employee made such a contribution shall be
treated as an eligible participant on behalf of whom no employee contributions
are made.

                       (vi)   Employee Nondeductible Contribution (or employee
                              -----------------------------------
contribution) shall mean any contribution made under Section 3.5 to the plan by
or on behalf of a participant that is included in the participant's gross income
in the year in which made and that is maintained under a separate account to
which earnings and losses are allocated.

                                                                              60

<PAGE>


                       (vii) Matching Contribution shall mean an employer
                             ---------------------
contribution made to this or any other defined contribution plan on behalf of a
participant on account of an employee nondeductible contribution made by such
participant, or on account of a participant's elective deferral, under a plan
maintained by the employer.

         (2) Distribution of Excess Aggregate Contributions - Notwithstanding
             ----------------------------------------------
any other provision of this plan, excess aggregate contributions, plus any
income and minus any loss allocable thereto, shall be forfeited, if forfeitable,
or if not forfeitable, distributed no later than the last day of each plan year
to participants to whose accounts such excess aggregate contributions were
allocated for the preceding plan year. Excess aggregate contributions of
participants who are subject to the family member aggregation rules shall be
allocated among the family members in proportion to the employee nondeductible
contributions and matching contributions (or amounts treated as matching
contributions) of each family member that is combined to determine the combined
ACP. If such excess aggregate contributions are distributed more than 2 1/2
months after the last day of the plan year in which such excess amounts arose, a
ten (10) percent excise tax will be imposed on the employer maintaining the plan
with respect to those amounts. Excess aggregate contributions shall be treated
as annual additions under the plan.

             (A) Determination of Income or Loss - Excess aggregate
                 -------------------------------
contributions shall be adjusted for any income or loss for the plan year. The
income or loss allocable to excess aggregate contributions is the income or loss
allocable to the participant's employee nondeductible contribution account,
employer matching contribution account (if any, and if all amounts therein are
not used in the ADP test) and, if applicable, qualified non-elective
contribution account and employee 401(k) elective deferral account for the plan
year multiplied by a fraction, the numerator of which is such participant's
excess aggregate contributions for the year and the denominator is the
participant's account balance(s) attributable to contribution percentage amounts
without regard to any income or loss occurring during such plan year.

             (B) Forfeitures of Excess Aggregate Contributions - Forfeitures of
                 ---------------------------------------------
excess aggregate matching contributions may either be reallocated to the
accounts of non-highly compensated employees or applied to reduce employer
contributions, as provided in Section 3.6(e).

             (C) Accounting for Excess Aggregate Contributions - Excess
                 ---------------------------------------------
aggregate contributions shall be forfeited, if forfeitable or distributed on a
pro-rata basis from the participant's employee nondeductible contribution
account and employer matching contribution account (and, if applicable, the
participant's qualified non-elective contribution account or employee 401(k)
elective deferral account, or both).

             (D) Excess Aggregate Contributions shall mean, with respect to any
                 ------------------------------
plan year, the excess of: 1) The aggregate contribution percentage amounts taken
into account in computing the numerator of the contribution percentage actually
made on behalf of highly compensated employees for such plan year, over 2) The
maximum contribution percentage amounts permitted by the ACP test (determined by
reducing contributions made on behalf of

                                                                              61

<PAGE>

highly compensated employees in order of their contribution percentages
beginning with the highest of such percentages).

     Such determination shall be made after first determining excess elective
deferrals pursuant to Section 5.6(a) and then determining excess contributions
pursuant to Section 5.6(b)(2).

     (d) Top-Heavy Requirements - Neither elective deferrals nor any matching
         ----------------------
contributions will be taken into account for the purpose of satisfying the
minimum top-heavy contribution requirement. However, qualified non-elective
contributions may be taken into account for this purpose as provided in Section
3.2(c)(2) or 3.3(b)(2), as appropriate.

     (e) Restrictions on Payment of Certain Accounts - Elective deferrals,
         -------------------------------------------
qualified non-elective contributions, and qualified matching contributions, and
income allocable to each are not distributable to a participant or his
beneficiary in accordance with such person's election, earlier than upon
separation from service, death, or disability.

     Such account balances may also be distributed upon:

               (A) Termination of the plan without the establishment of another
defined contribution plan, other than an employee stock ownership plan (as
defined in Code Section 4975(e) or 409) or a simplified employee pension plan
(as defined in Code Section 408(k)).

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


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

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

               (E) The hardship of the participant as described in Section
4.4(a).

     All distributions that may be made pursuant to one or more of the foregoing
distributable events are subject to the spousal and participant consent
requirements as described in Section 5.3(c). In addition, distributions after
March 31, 1988, that are triggered by any of the first three events enumerated
above must be made in a lump sum.

                                                                              62

<PAGE>

     Section 5.7. Deductible Voluntary Employee Contributions
     -----------  -------------------------------------------

     The plan administrator will not accept deductible employee contributions
which are made for a taxable year beginning after December 31, 1986.
Contributions made prior to that date will be maintained in a separate account
which will be nonforfeitable at all times. The account will share in the gains
and losses of the trust in the same manner as described in Section 3.8 of the
plan. No part of the deductible voluntary contribution account will be used to
purchase life insurance. Subject to Section 5.3, Joint and Survivor Requirements
(if applicable), the participant may withdraw any part of the deductible
voluntary contribution account by making a written application to the plan
administrator.

                                   ARTICLE VI
                           ADMINISTRATION OF THE PLAN

     Section 6.1. Fiduciary Responsibility
     -----------  ------------------------

     (a) Fiduciary Standards - A fiduciary shall discharge his duties with
         -------------------
respect to a plan solely in the interest of the

participants and beneficiaries and -

     For the exclusive purpose of providing benefits to participants and their
beneficiaries and defraying reasonable expenses of administering the plan;

     With the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with
like aims;

     By diversifying the investments of the plan so as to minimize the risk of
large losses, unless under the circumstances it is clearly prudent not to do so;
and

     In accordance with the documents and instruments governing the plan insofar
as such documents and instruments are consistent with the provisions of ERISA.

     (b) Allocation of Fiduciary Responsibility
         --------------------------------------

         (1) It is intended to allocate to each fiduciary, either named or
otherwise, the individual responsibility for the prudent execution of the
functions assigned to him. None of the allocated responsibilities or any other
responsibilities shall be shared by two or more fiduciaries unless specifically
provided for in the plan.

         (2) When one fiduciary is required to follow the directions of another
fiduciary, the two fiduciaries shall not be deemed to share such responsibility.
Instead, the responsibility of the fiduciary giving the directions shall be
deemed to be his sole responsibility and the responsibility of the fiduciary
receiving directions shall be to follow those directions insofar as such
instructions on their face are proper under applicable law.

                                                                              63

<PAGE>

          (3) Any person or group of persons may serve in more than one
fiduciary capacity with respect to this plan.

          (4) A fiduciary under this plan may employ one or more persons,
including independent accountants, attorneys and actuaries to render advice with
regard to any responsibility such fiduciary has under the plan.

     (c)  Indemnification by Employer - Unless resulting from the gross
          ---------------------------
negligence, willful misconduct or lack of good faith on the part of a fiduciary
who is an officer or employee of the employer, the employer shall indemnify and
save harmless such fiduciary from, against, for and in respect of any and all
damages, losses, obligations, liabilities, liens, deficiencies, costs and
expenses, including without limitation, reasonable attorney's fees and other
costs and expenses incident to any suit, action, investigation, claim or
proceedings suffered in connection with his acting as a fiduciary under the
plan.

     (d)  Named Fiduciary - The person or persons named by the employer as
          ---------------
having fiduciary responsibility for the management and control of plan assets
shall be known as the "named fiduciary" hereunder. Such responsibility shall
include the appointment of the plan administrator (Section 6.2(a)), the trustee
(Section 6.4(a)) and the investment manager (Section 6.4(b)), and the deciding
of benefit appeals (Section 6.3).

     Section 6.2. Plan Administrator
     -----------  ------------------

     (a)  Appointment of Plan Administrator - The named fiduciary shall appoint
          ---------------------------------
a plan administrator who may be an individual or an administrative committee
consisting of no more than five members. Vacancies occurring upon resignation or
removal of a plan administrator or a committee member shall be filled promptly
by the named fiduciary. Any administrator may resign at any time by giving
notice of his resignation to the named fiduciary, and any administrator may be
removed at any time by the named fiduciary. The named fiduciary shall review at
regular intervals the performance of the administrator(s) and shall re-evaluate
the appointment of such administrator(s). After the named fiduciary has
appointed the administrator and has received a written notice of acceptance, the
fiduciary responsibility for administration of the plan shall be the
responsibility of the plan administrator or administrative committee.

     (b)  Duties and Powers of Plan Administrator - The plan administrator shall
          ---------------------------------------
have the following duties and discretionary powers and such other duties and
discretionary powers as relate to the administration of the plan:

          (1) To determine in a non-discriminatory manner all questions relating
to the eligibility of employees to become participants.

          (2) To determine in a non-discriminatory manner eligibility for
benefits and to determine and certify the amount and kind of benefits payable to
participants.

          (3) To authorize all disbursements from the fund.

                                                                              64

<PAGE>

                (4)     To appoint or employ any independent person to perform
necessary plan functions and to assist in the fulfillment of administrative
responsibilities as he deems advisable, including legal and actuarial counsel.

                (5)     When appropriate, to select an insurance company and
annuity contracts which, in his opinion, will best carry out the purposes of the
plan.

                (6)     To construe and interpret any ambiguities in the plan
and to make, publish, interpret, alter, amend or revoke rules for the regulation
of the plan which are consistent with the terms of the plan and with ERISA.

                (7)     To prepare and distribute, in such manner as determined
to be appropriate, information explaining the plan.

        (c)     Allocation of Fiduciary Responsibility Within Administrative
                ------------------------------------------------------------
Committee - If the plan administrator is an administrative committee, the
---------
committee shall choose from its members a chairman and a secretary. The
committee may allocate responsibility for those duties and powers listed in
Section 6.2(b)(1) and (2) (except determination of qualification for disability
retirement) and other purely ministerial duties to one or more members of the
committee. The committee shall review at regular intervals the performance of
any committee member to whom fiduciary responsibility has been allocated and
shall re-evaluate such allocation of responsibility. After the committee has
made such allocations of responsibilities and has received written notice of
acceptance, the fiduciary responsibilities for such administrative duties and
powers shall then be considered as the responsibilities of such committee
member(s).

        (d)     Miscellaneous Provisions
                ------------------------

                (1)     Administrative Committee Actions - The actions of such
                        --------------------------------
committee shall be determined by the vote or other affirmative expression of a
majority of its members. Either the chairman or the secretary may execute any
certificate or other written direction on behalf of the committee. A member of
the committee who is a participant shall not vote on any question relating
specifically to himself. If the remaining members of the committee, by majority
vote thereof, are unable to come to a determination of any such question, the
named fiduciary shall appoint a substitute member who shall act as a member of
the committee for the special vote.

                (2)     Expenses - The plan administrator shall serve without
                        --------
compensation for service as such. All reasonable expenses of the plan
administrator shall be paid by the employer or from the fund.

                (3)     Examination of Records - The plan administrator shall
                        ----------------------
make available to any participant for examination during business hours such of
the plan records as pertain only to the participant involved.

                                                                              65

<PAGE>

                (4)     Information to the Plan Administrator - To enable the
                        -------------------------------------
plan administrator to perform the administrative functions, the employer shall
supply full and timely information to the plan administrator on all participants
as the plan administrator may require.

        Section 6.3.    Claims Procedure
        ------------    ----------------

        (a)     Notification - The plan administrator shall notify each
                ------------
participant in writing of his determination of benefits. If the plan
administrator denies any benefit, such written denial shall include:

                -  The specific reasons for denial;
                -  Reference to provisions on which the denial is based;
                -  A description of and reason for any additional information
                   needed to process the claim; and
                -  An explanation of the claims procedure.

        (b)     Appeal - The participant or his duly authorized representative
                ------
may:

                - Request a review of the participant's case in writing to the
                  named fiduciary; - Review pertinent documents; - Submit issues
                  and comments in writing.

        The written request for review must be submitted no later than 60 days
after receiving written notification of denial of benefits.

        (c)     Review - The named fiduciary must render a decision no later
                ------
than 60 days after receiving the written request for review, unless
circumstances make it impossible to do so; but in no event shall the decision be
rendered later than 120 days after the request for review is received.

        Section 6.4.    Trust Fund
        -----------     ----------

        (a)     Appointment of Trustee - The named fiduciary shall appoint a
                ----------------------
trustee for the proper care and custody of all funds, securities and other
properties in the trust, and for investment of plan assets (or for execution of
such orders as it receives from an investment manager appointed for investment
of plan assets). The duties and powers of the trustee shall be set forth in a
trust agreement executed by the employer, which is incorporated herein by
reference. The named fiduciary shall review at regular intervals the performance
of the trustee and shall re-evaluate the appointment of such trustee. After the
named fiduciary has appointed the trustee and has received a written notice of
acceptance of its responsibility, the fiduciary responsibility with respect to
the proper care and custody of plan assets shall be considered as the
responsibility of the trustee. Unless otherwise allocated to an investment
manager, the fiduciary

                                                                              66

<PAGE>

responsibility with respect to investment of plan assets shall likewise be
considered as the responsibility of the trustee.

        (b)     Appointment of Investment Manager - The named fiduciary may
                ---------------------------------
appoint an investment manager who is other than the trustee, which investment
manager may be a bank or an investment advisor registered with the Securities
and Exchange Commission under the Investment Advisors Act of 1940. Such
investment manager, if appointed, shall have sole discretion in the investment
of plan assets, subject to the funding policy. The named fiduciary shall review
at regular intervals no less frequently than annually, the performance of such
investment manager and shall re-evaluate the appointment of such investment
manager. After the named fiduciary has appointed an investment manager and has
received a written notice of acceptance of its responsibility, the fiduciary
responsibility with respect to investment of plan assets shall be considered as
the responsibility of the investment manager.

        (c)     Funding Policy - The named fiduciary shall determine and
                --------------
communicate in writing to the fiduciary responsible for investment of plan
assets the funding policy for the plan. The funding policy shall set forth the
plan's short-range and long-range financial needs, so that said fiduciary may
coordinate the investment of plan assets with the plan's financial needs.

        (d)     Valuation of the Fund - The fund shall be valued by the trustee
                ---------------------
on the first day of each plan year and as of any interim allocation date
determined by the plan administrator. The valuation shall be made on the basis
of the current fair market value of all property in the fund.

                                  ARTICLE VII
                        AMENDMENT AND TERMINATION OF PLAN

        Section 7.1.    Right to Discontinue and Amend
        -----------     ------------------------------

        It is the expectation of the employer that it will continue this plan
indefinitely and make the payments of its contributions hereunder, but the
continuance of the plan is not assumed as a contractual obligation of the
employer and the right is reserved by the employer, at any time, to reduce,
suspend or discontinue its contributions hereunder.


        Section 7.2.    Amendments
        -----------     ----------

        Except as herein limited, the employer shall have the right to amend
this plan at any time to any extent that it may deem advisable. Such amendment
shall be stated in writing. It shall be authorized by action of the board of
directors under the corporate bylaws if the employer is a corporation, by action
of the agreement of the partners as required under the partnership agreement if
the employer is a partnership, or by action of the sole proprietor if the
employer is a sole proprietorship. The authorization of an employer's board of
directors shall designate the person to execute the amendment.

        The employer's right to amend the plan shall be limited as follows:

                                                                              67

<PAGE>

        (a)     No amendment shall increase the duties or liabilities of the
plan administrator, the trustee, or other fiduciary without their respective
written consent.

        (b)     No amendments shall have the effect of vesting in the employer
any interest in or control over any contracts issued pursuant hereto or any
other property in the fund.

        (c)     No amendment to the plan shall be effective to the extent that
it has the effect of decreasing a participant's accrued benefit. Notwithstanding
the preceding sentence, a participant's account balance may be reduced to the
extent permitted under Code Section 412(c)(8). For purposes of this paragraph, a
plan amendment which has the effect of decreasing a participant's account
balance or eliminating an optional form of benefit, with respect to benefits
attributable to service before the amendment shall be treated as reducing an
accrued benefit. Furthermore, if the vesting schedule of a plan is amended, in
the case of an employee who is a participant as of the later of the date such
amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such employee's right to his
employer-derived accrued benefit will not be less than his percentage computed
under the plan without regard to such amendment.

        (d)     No amendment to the vesting schedule adopted by the employer
hereunder shall deprive a participant of his vested portion of his employer
contribution accounts to the date of such amendment. If the plan's vesting
schedule is amended, or the plan is amended in any way that directly or
indirectly affects the computation of the participant's nonforfeitable
percentage or if the plan is deemed amended by an automatic change to or from a
top-heavy vesting schedule, each participant with at least 3 years of service
with the employer may elect, within a reasonable period after the adoption of
the amendment or change, to have the nonforfeitable percentage computed under
the plan without regard to such amendment or change. For participants who do not
have at least one hour of service in any plan year beginning after December 31,
1988, "5 years of service" shall be substituted for "3 years of service" in the
preceding sentence. The period during which the election may be made shall
commence with the date the amendment is adopted or deemed to be made and shall
end on the latest of:

                (1)     60 days after the amendment is adopted;

                (2)     60 days after the amendment becomes effective; or

                (3)     60 days after the participant is issued written notice
of the amendment by the employer or plan administrator.

        Section 7.3.    Protection of Benefits in Case of Plan Merger
        -----------     ---------------------------------------------

        In the event of a merger or consolidation with, or transfer of assets to
any other plan, each participant will receive a benefit immediately after
such merger, consolidation or transfer (if the plan then terminated) which is at
least equal to the benefit the participant was entitled to immediately before
such merger, consolidation or transfer (if the plan had terminated).

                                                                              68

<PAGE>

        Section 7.4.    Termination of Plan
        -----------     -------------------

        (a)     When Plan Terminates - This plan shall terminate upon the
                --------------------
happening of any of the following events: legal adjudication of the employer as
bankrupt; a general assignment by the employer to or for the benefit of its
creditors; the legal dissolution of the employer; or termination of the plan by
the employer.

        (b)     Allocation of Assets - Upon termination, partial termination or
                --------------------
complete discontinuance of employer contributions, the account balance(s) of
each affected participant who is an active participant or who is not an active
participant but has neither received a complete distribution of his vested
accrued benefit nor incurred five one-year breaks in service shall be 100%
vested and nonforfeitable. The amount of the fund assets shall be allocated to
each participant, subject to provisions for expenses of administration of the
liquidation, in the ratio that such participant's account(s) bears to all
accounts. If a participant under this plan has terminated his employment at any
time after the first day of the plan year in which the employer made his final
contribution to the plan, and if any portion of any account of such terminated
participant was forfeited and reallocated to the remaining participants, such
forfeiture shall be reversed and the forfeited amount shall be credited to the
account of such terminated participant.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

        Section 8.1.    Exclusive Benefit - Non-Reversion
        -----------     ---------------------------------

        The plan is created for the exclusive benefit of the employees of the
employer and shall be interpreted in a manner consistent with its being a
qualified plan as defined in Section 401(a) of the Internal Revenue Code and
with ERISA. The corpus or income of the trust may not be diverted to or used for
other than the exclusive benefit of the participants or their beneficiaries
(except for defraying reasonable expenses of administering the plan).

        Notwithstanding the above, a contribution paid by the employer to the
trust may be repaid to the employer under the following circumstances:

        (a)     Any contribution made by the employer because of a mistake of
fact must be returned to the employer within one year of the contribution.

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

        (c)     If the Commissioner of Internal Revenue determines that the plan
is not initially qualified under the Internal Revenue Code, any contribution
made incident to that initial qualification by the employer must be returned to
the employer within one year after the date the initial qualification is denied,
but only if the application for the qualification is made by the time

                                                                              69

<PAGE>

prescribed by law for filing the employer's return for the taxable year in which
the plan is adopted, or such later date as the Secretary of the Treasury may
prescribe.

     Section 8.2. Inalienability of Benefits
     ------------ --------------------------

     No benefit or interest available hereunder including any annuity contract
distributed herefrom shall be subject to assignment or alienation, either
voluntarily or involuntarily. The preceding sentence shall also apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a participant pursuant to a domestic relations order, unless such
order is determined to be a qualified domestic relations order as defined in
Code Section 414(p), or any domestic relations order entered before January 1,
1985. A loan made to a participant and secured by his nonforfeitable account
balance(s) under Section 4.4(b) will not be treated as an assignment or
alienation and such securing account balance(s) shall be subject to attachment
by the plan in the event of default.

     Section 8.3. Employer-Employee Relationship
     ------------ ------------------------------

     This plan is not to be construed as creating or changing any contract of
employment between the employer and its employees, and the employer retains the
right to deal with its employees in the same manner as though this plan had not
been created.

     Section 8.4. Binding Agreement
     ------------ -----------------

     This plan shall be binding on the heirs, executors, administrators,
successors and assigns as such terms may be applicable to any or all parties
hereto, and on any participants, present or future.

     Section 8.5. Separability
     ------------ ------------

     If any provision of this plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision hereof and
this plan shall be construed and enforced as if such provision had not been
included.

     Section 8.6. Construction
     ------------ ------------

     The plan shall be construed in accordance with the laws of the state in
which the employer was incorporated (or is domiciled in the case of an
unincorporated employer) and with ERISA.

     Section 8.7. Copies of Plan
     ------------ --------------

     This plan may be executed in any number of counterparts, each of which
shall be deemed as an original, and said counterparts shall constitute but one
and the same instrument which may be sufficiently evidenced by any one
counterpart.

                                                                              70

<PAGE>

     Section 8.8. Interpretation
     ------------ --------------

     Wherever appropriate, words used in this plan in the singular may include
the plural or the plural may be read as singular, and the masculine may include
the feminine.

     IN WITNESS WHEREOF, the Employer has caused this Plan to be executed this
______ day of _________________________, 2002.

                                        EMPLOYER:

                                        THE DROVERS AND MECHANICS BANK

                                        By:_____________________________________

                                              Title:_____________________

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