Exhibit 4.8
















                           CPM DEVELOPMENT CORPORATION

                         PROFIT SHARING RETIREMENT PLAN



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                                TABLE OF CONTENTS

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<S>     <C>    <C>    <C>    <C>    <C>    <C>


1. DEFINITIONS.................................................................1
         1.1      ACP or ACP TEST..............................................1
         1.2      ACTUAL DEFERRAL PERCENTAGE TEST..............................1
         1.3      ADP or ADP TEST..............................................2
         1.4      ADMINISTRATOR................................................3
         1.5      ADOPTING EMPLOYER............................................3
         1.6      AFFILIATED EMPLOYER..........................................3
         1.7      AGE..........................................................3
         1.8      ANNIVERSARY DATE.............................................3
         1.9      ANNUITY STARTING DATE........................................3
         1.10     AVERAGE CONTRIBUTION PERCENTAGE TEST.........................3
         1.11     BENEFICIARY..................................................5
         1.12     BREAK IN SERVICE.............................................5
         1.13     CODE.........................................................5
         1.14     COMPENSATION.................................................5
         1.15     DAVIS-BACON CONTRIBUTION.....................................6
         1.16     DISABILITY...................................................6
         1.17     EARLY RETIREMENT AGE.........................................6
         1.18     EARNED INCOME................................................6
         1.19     ELECTIVE DEFERRAL............................................6
         1.20     ELIGIBLE PARTICIPANT.........................................6
         1.21     EMPLOYEE.....................................................7
         1.22     EMPLOYER.....................................................7
         1.23     FIDUCIARY....................................................7
         1.24     FISCAL YEAR..................................................7
         1.25     FORFEITURE...................................................7
         1.26     HCE..........................................................7
         1.27     HIGHLY COMPENSATED EMPLOYEE..................................8
         1.28     HOUR OF SERVICE..............................................8
         1.29     KEY EMPLOYEE.................................................8
         1.30     LEASED EMPLOYEE..............................................9
         1.31     LIMITATION YEAR..............................................9
         1.32     MATCHING CONTRIBUTION........................................9
         1.33     MATERNITY OR PATERNITY LEAVE.................................9
         1.34     NHCE.........................................................9
         1.35     NON-ELECTIVE CONTRIBUTIONS...................................9
         1.36     NON-HIGHLY COMPENSATED EMPLOYEE..............................9
         1.37     NON-KEY EMPLOYEE.............................................9
         1.38     NORMAL RETIREMENT AGE........................................9
         1.39     NORMAL RETIREMENT DATE......................................10
         1.40     OWNER-EMPLOYEE..............................................10
         1.41     PARTICIPANT.................................................10
         1.42     PARTICIPANT'S ACCOUNT.......................................10
         1.43     PERMISSIVE AGGREGATION GROUP................................10
         1.44     PLAN........................................................10
         1.45     PLAN YEAR...................................................10
         1.46     POLICY......................................................10
         1.47     QMAC........................................................10
         1.48     QNEC........................................................10
         1.49     QUALIFIED MATCHING CONTRIBUTION.............................10
         1.50     QUALIFIED NON-ELECTIVE CONTRIBUTIONS........................11
         1.51     REQUIRED AGGREGATION GROUP..................................11
         1.52     REQUIRED BEGINNING DATE.....................................11
         1.53     SECTION 415 COMPENSATION....................................11
         1.54     SELF-EMPLOYED INDIVIDUAL....................................12
         1.55     SHAREHOLDER-EMPLOYEE........................................12
         1.56     SUPER TOP HEAVY.............................................12
         1.57     TERMINATION OF EMPLOYMENT...................................12
         1.58     TERMINATED PARTICIPANT......................................12
         1.59     TOP HEAVY...................................................12
         1.60     TOP HEAVY MINIMUM ALLOCATION................................12
         1.61     TOP HEAVY RATIO.............................................13
         1.62     TRUSTEE.....................................................14
         1.63     TRUST FUND..................................................14
         1.64     VALUATION DATE..............................................14
         1.65     VESTED AGGREGATE ACCOUNT....................................14
         1.66     VESTED INTEREST.............................................14
         1.67     YEAR OF SERVICE.............................................14

2. PLAN PARTICIPATION.........................................................15
         2.1      ELIGIBILITY REQUIREMENTS....................................15
         2.2      ENTRY DATE..................................................16
         2.3      WAIVER OF PARTICIPATION.....................................16
         2.4      CESSATION OF PARTICIPATION..................................17
         2.5      RESTRICTIONS ON OWNER-EMPLOYEES.............................17

3. CONTRIBUTIONS AND ALLOCATIONS..............................................17
         3.1      EMPLOYER CONTRIBUTIONS......................................17
         3.2      ALLOCATION OF EMPLOYER CONTRIBUTIONS........................19
         3.3      ALLOCATION OF EARNINGS AND LOSSES...........................20
         3.4      ALLOCATION OF FORFEITURES...................................20
         3.5      TOP HEAVY MINIMUM ALLOCATION................................21
         3.6      FAILSAFE ALLOCATION.........................................21
         3.7      ROLLOVERS...................................................21

4. PLAN BENEFITS..............................................................22
         4.1      BENEFIT UPON NORMAL RETIREMENT..............................22
         4.2      BENEFIT UPON LATE RETIREMENT................................22
         4.3      BENEFIT UPON DEATH..........................................23
         4.4      BENEFIT UPON DISABILITY.....................................23
         4.5      BENEFIT UPON TERMINATION....................................23
         4.6      DETERMINATION OF VESTED INTEREST............................23

5. DISTRIBUTION OF BENEFITS...................................................24
         5.1      BENEFIT UPON RETIREMENT.....................................24
         5.2      BENEFIT UPON DEATH..........................................24
         5.3      DISABILITY BENEFITS.........................................25
         5.4      BENEFIT UPON TERMINATION....................................25
         5.5      CASH-OUT OF BENEFITS........................................25
         5.6      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS.....................25
         5.7      RESTORATION OF FORFEITED ACCOUNT BALANCE....................26
         5.8      SPOUSAL CONSENT REQUIREMENTS................................26
         5.9      APPLICATION OF CODE SECTION 401(a)(9).......................27
         5.10     STATUTORY COMMENCEMENT OF BENEFITS..........................27
         5.11     DETERMINATION OF LIFE EXPECTANCIES..........................27
         5.12     SEGREGATION OF BENEFIT BEFORE DISTRIBUTION..................27
         5.13     DISTRIBUTION IN EVENT OF INCAPACITY.........................27
         5.14     DIRECT ROLLOVERS............................................28
         5.15     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS...................28
         5.16     DISTRIBUTION OF EXCESS CONTRIBUTIONS........................29
         5.17     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS..............30
         5.18     FINANCIAL HARDSHIP DISTRIBUTIONS............................32
         5.19     PRE-RETIREMENT DISTRIBUTIONS................................33

6. CODE SECTION 415 LIMITATIONS...............................................34
         6.1      MAXIMUM ANNUAL ADDITION.....................................34
         6.2      ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION......................35
         6.3      MULTIPLE PLANS AND MULTIPLE EMPLOYERS.......................35
         6.4      MULTIPLE PLAN REDUCTION.....................................35
         6.5      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...................37

7. DUTIES OF THE TRUSTEE......................................................38
         7.1      APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION............38
         7.2      INVESTMENT ALTERNATIVES OF THE TRUSTEE......................38
         7.3      VALUATION OF THE TRUST FUND.................................40
         7.4      COMPENSATION AND EXPENSES...................................40
         7.5      PAYMENTS FROM THE TRUST FUND................................41
         7.6      PAYMENT OF TAXES............................................41
         7.7      ACCOUNTS, RECORDS AND REPORTS...............................41
         7.8      EMPLOYMENT OF AGENTS AND COUNSEL............................41
         7.9      DIVISION OF DUTIES AND INDEMNIFICATION......................41
         7.10     APPOINTMENT OF INVESTMENT MANAGER...........................43
         7.11     ASSIGNMENT AND ALIENATION OF BENEFITS.......................43
         7.12     EXCLUSIVE BENEFIT RULE......................................43
         7.13     PURCHASE OF INSURANCE.......................................43
         7.14     LOANS TO PARTICIPANTS.......................................43
         7.15     DIRECTED INVESTMENT ACCOUNTS................................45

8. DUTIES OF THE ADMINISTRATOR................................................46
         8.1      APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION............46
         8.2      POWERS AND DUTIES OF THE ADMINISTRATOR......................47
         8.3      EMPLOYMENT OF AGENTS AND COUNSEL............................47
         8.4      COMPENSATION AND EXPENSES...................................47
         8.5      CLAIMS PROCEDURES...........................................47
         8.6      QUALIFIED DOMESTIC RELATIONS ORDERS.........................48

9. AMENDMENT, TERMINATION, AND MERGER.........................................49
         9.1      AMENDMENT...................................................49
         9.2      TERMINATION.................................................50
         9.3      MERGER OR CONSOLIDATION.....................................50

10. MISCELLANEOUS PROVISIONS..................................................50
         10.1     NO CONTRACT OF EMPLOYMENT...................................50
         10.2     TITLE TO ASSETS.............................................50
         10.3     QUALIFIED MILITARY SERVICE..................................50
         10.4     BONDING OF FIDUCIARIES......................................50
         10.5     SEVERABILITY OF PROVISIONS..................................50
         10.6     GENDER AND NUMBER...........................................51
         10.7     HEADINGS AND SUBHEADINGS....................................51
         10.8     LEGAL ACTION................................................51



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                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

     THIS  AGREEMENT is made and entered  into this  ____day of  ______________,
2000,  between CPM DEVELOPMENT  CORPORATION  (hereafter called the Employer) and
WELLS FARGO BANK (hereafter called the Trustee).

                              W I T N E S S E T H:

     WHEREAS,  the Employer originally  established a 401(k) profit sharing plan
and trust  (hereafter  called the  Plan),  effective  April 2, 1960,  to provide
retirement  and other  incidental  benefits  to  Employees  who are  eligible to
participate in the Plan; and

     WHEREAS,  the Employer  believes that continued  contributions  to the Plan
will help to strengthen the bonds of loyalty and mutual  understanding that have
existed  between the Employer and its  employees,  thereby  making  possible the
continued growth of its business; and

     WHEREAS,  in  accordance  with the terms of the Plan,  the Employer has the
ability at any time, and from time to time, to amend the Plan;

     NOW, THEREFORE, effective January 1, 2000 (except for those sections of the
Plan that have an  alternative  effective  date),  the  Employer and the Trustee
hereby  amend and  restate  the Plan as  follows to comply  with all  applicable
statutes,  including the Employee Retirement Income Security Act of 1974 (ERISA)
and  the  Internal  Revenue  Code of  1986,  as  amended  by the  Uruguay  Round
Agreements  Act, the Small  Business Job  Protection  Act of 1996,  the Taxpayer
Relief Act of 1997, the Uniform Services Employment and Reemployment Rights Act,
and all applicable rulings and regulations issued thereunder:

                                   ARTICLE 1.
                                   DEFINITIONS

     1.1 ACP or ACP TEST. The term ACP means the Average Contribution Percentage
as defined in Section 1.10(e).  The term ACP Test means the Average Contribution
Percentage Test.

     1.2 ACTUAL DEFERRAL  PERCENTAGE  TEST. The term Actual Deferral  Percentage
Test means one of the following  tests for Elective  Deferrals:  (a) the ADP for
Participants  who are HCEs in the current  Plan Year will not exceed the current
Plan  Year's  ADP for  Participants  who are  NHCEs  in the  current  Plan  Year
multiplied by 1.25; or (b) the ADP for Participants who are HCEs for the current
Plan Year will not exceed the current Plan Year's ADP for  Participants  who are
NHCEs in the current  Plan Year  multiplied  by 2.0,  provided  that the ADP for
Participants  who are HCEs in the current  Plan Year does not exceed the ADP for
Participants  who are  NHCEs  in the  current  Plan  Year by more  than  two (2)
percentage points. The ADP Test will be determined as follows:

     (a)  Definition Of Actual  Deferral  Percentage:  The term Actual  Deferral
Percentage  (ADP) means,  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 on behalf of
such  Participant for the Plan Year to (2) the  Participant's  Compensation  for
such Plan Year.  Employer  Contributions  made on behalf of any Participant will
include a Participant's Elective Deferrals,  including Excess Elective Deferrals
of HCEs, but excluding Excess Elective Deferrals of NHCEs that arise solely from
Elective  Deferrals  made to this Plan or any  other  plans  maintained  by this
Employer  and  Elective  Deferrals  used  in the ACP  Test  if the  ADP  Test is
satisfied  both with and  without  exclusion  of these  Elective  Deferrals.  In
computing  ADPs, an Employee who would be a  Participant  but for the failure to
make  Elective  Deferrals  will be treated as a  Participant  on whose behalf no
Elective Deferrals are made.

     (b) Highly Compensated  Employees:  A Participant is a HCE for a particular
Plan  Year if he or she meets the  definition  of a HCE in effect  for that Plan
Year. A Participant  is a NHCE for a particular  Plan Year if he or she does not
meet the  definition  of a HCE in  effect  for that Plan  Year.  The ADP for any
Participant  who is a HCE for the Plan Year and who is eligible to have Elective
Deferrals  allocated  to his or her  accounts  under  two or  more  arrangements
described  in Code ss.  401(k)  that are  maintained  by this  Employer  will be
determined as if such Elective  Deferrals were made under a single  arrangement.
If a HCE  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 will be treated as a single arrangement. However, certain
plans will be treated as separate if mandatorily disaggregated under regulations
under Code ss. 401(k).

     (c) Other Rules:  In  determining  the ADP Test, (1) if this Plan satisfies
the requirements of Code ss.ss. 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  such
requirements  only if  aggregated  with this  Plan,  then this  Section  will be
applied by  determining  the ADP of Employees as if all such plans were a single
plan.  Plans may be  aggregated in order to satisfy Code ss. 401(k) only if they
have the same  Plan  Year and use the same  ADP  testing  method;  (2)  Elective
Deferrals,  QNECs and QMACs must be made  before the last day of the twelve (12)
month period immediately  following the Plan Year to which contributions relate;
(3) the Employer will maintain records sufficient to demonstrate satisfaction of
the ADP Test and the amount of QNECs and/or QMACs used in such test; and (4) the
determination  and treatment of the ADP amounts of any Participant  will satisfy
such other requirements as may be prescribed by the Secretary of the Treasury.

     (d) Change To Prior Year Testing:  The Employer can only elect to change to
prior year testing in accordance with Notice 98-1 (or superseding guidance).  If
the Employer does elect to change to prior year  testing,  the ADP for NHCEs for
the prior year will be  determined  by taking  into  account  only (1)  Elective
Deferrals  for those NHCEs that were taken into  account for purposes of the ADP
Test (and not the ACP Test) under the current year testing  method for the prior
year,  and (2) QNECs that were  allocated to the accounts of those NHCEs for the
prior year but that were not used to satisfy  the ADP Test or the ACP Test under
the current year testing method for the prior year. Thus, if the Employer elects
to change to prior year testing, the following  contributions made for the prior
year will be disregarded:  QNECs used to satisfy either the ADP Test or ACP Test
under the current  year  testing  method for the prior  testing  year,  Elective
Deferrals taken into account for purposes of the ACP Test, and all QMACs.  These
limitations on double counting do not apply for testing years  beginning  before
January 1, 1999,  and if the Plan  changes to prior year  testing  for the first
time for the 1998 Plan Year,  the ADP for NHCEs will be the same as for the 1997
Plan Year.

     1.3 ADP or ADP TEST. The term ADP means the Actual  Deferral  Percentage as
defined  in  Section  1.2(a).  The term  ADP  Test  means  the  Actual  Deferral
Percentage Test.

     1.4 ADMINISTRATOR. The term Administrator means the Employer unless another
Administrator is appointed by the Employer pursuant to the provisions of Section
8.1 of the Plan.

     1.5 ADOPTING EMPLOYER.  The term Adopting Employer means any business which
adopts this Plan with the consent of the Employer.  An Employee's transfer to or
from any Employer or Adopting  Employer will not affect his or her Participant's
Account,  Years of  Service  and Years of Plan  Participation.  If the  Adopting
Employer is not an Affiliated  Employer,  the Employees of the Adopting Employer
will  be  treated  separately  for  purposes  of  allocating  contributions  and
Forfeitures and for testing under Code ss.  401(a)(4),  ss. 401(k),  ss. 401(m),
ss. 410 and, if the Employer and Adopting Employer do not share Employees,  Code
ss. 416. An Adopting Employer may terminate  participation by delivering written
notice to the Trustee. If Plan assets which have been allocated to the Employees
of the terminating  Adopting  Employer are not  transferred  within a reasonable
time to a successor  Trustee,  they will be  distributed to the Employees of the
terminating  Adopting  Employer as if the Plan had been terminated under Section
9.2.

         1.6 AFFILIATED EMPLOYER. The term Affiliated Employer means any of
the following of which the Employer is a part: (1) a controlled group of
corporations as defined in Code ss. 414(b); (2) a trade or business (whether or
not incorporated) under common control under Code ss. 414(c); (3) any
organization (whether or not incorporated) which is a member of an affiliated
service group under Code ss. 414(m); and (4) any other entity required to be
aggregated under Code ss. 414(o).

     1.7 AGE. The term Age means actual attained age.

     1.8 ANNIVERSARY DATE. The term Anniversary Date means December 31.

     1.9 ANNUITY  STARTING DATE. The term Annuity  Starting Date means the first
day of the first  period for which an amount is paid as an  annuity,  or, in the
case of a benefit  not  payable as an  annuity,  the first day all  events  have
occurred  which entitle the  Participant  to such benefit.  The first day of the
first period for which a benefit is to be received by reason of Disability  will
be treated as the Annuity Starting Date only if such benefit is not an auxiliary
benefit.

     1.10 AVERAGE  CONTRIBUTION  PERCENTAGE TEST. The term Average  Contribution
Percentage  Test (or ACP Test)  means one of the  following  tests for  Matching
Contributions and Employee  Contributions:  (a) the ACP for Participants who are
HCEs in the current  Plan Year will not exceed the  current  Plan Year's ACP for
Participants  who are NHCEs in the current Plan Year  multiplied by 1.25; or (b)
the ACP for  Participants  who are HCEs in the current Plan Year will not exceed
the current Plan Year's ACP for  Participants  who are NHCEs in the current Plan
Year multiplied by 2.0,  provided that the ACP for  Participants who are HCEs in
the current Plan Year does not exceed the ACP for  Participants who are NHCEs in
current Plan Year by more than two (2) percentage  points.  The ACP Test will be
determined as follows:

     (a)  Multiple  Use:  If one or  more  HCEs  participate  in  both a cash or
deferred  arrangement  and in a plan subject to the ACP Test  maintained  by the
Employer,  and if the sum of the ADP and ACP of those HCEs  subject to either or
both tests  exceeds  the  Aggregate  Limit,  then the ACP of those HCEs who also
participate  in a cash or  deferred  arrangement  will be  reduced in the manner
described in Section 5.17 so that the limit is not exceeded. The amount by which
each  HCE's  Contribution  Percentage  Amount is  reduced  will be treated as an
Excess Aggregate Contribution as defined in Section 5.17. The ADP and the ACP of
HCEs are determined after any corrections  required to meet the ADP Test and the
ACP Test and are  deemed to be the  maximum  permitted  under such tests for the
Plan Year.  Multiple use does not occur if either the ADP or the ACP of the HCEs
does not exceed 1.25 multiplied by the ADP and the ACP of the NHCEs.

     (b) Highly Compensated  Employees:  A Participant is a HCE for a particular
Plan  Year if he or she meets the  definition  of a HCE in effect  for that Plan
Year, and a Participant  is a NHCE for a particular  Plan Year if he or she does
not meet the definition of a HCE in effect for that Plan Year. The  Contribution
Percentage for any Participant who is a HCE who is eligible to have Contribution
Percentage  Amounts  allocated  to his or her  account  under two or more  plans
described in Code ss. 401(a), or arrangements  described in Code ss. 401(k) that
are  maintained  by the  Employer,  will be  determined  as if the total of such
Contribution  Percentage Amounts was made under each plan. If a HCE participates
in two or more cash or deferred arrangements with different plan years, all cash
or deferred  arrangements  ending with or within the same  calendar year will be
treated as a single arrangement.  Notwithstanding  the foregoing,  certain plans
will be treated as separate if mandatorily disaggregated under regulations under
Code ss. 401(m).

     (c) Other Rules:  In  determining  the ACP Test, (1) if this Plan satisfies
the requirements of Code ss. 401(m),  Code ss. 401(a)(4) or Code ss. 410(b) only
if  aggregated  with one or more  other  plans,  or if one or more  other  plans
satisfy such  requirements  only if aggregated with this Plan, then this Section
will be applied by determining  the  Contribution  Percentage of Employees as if
all such plans were a single plan.  Plans may be  aggregated in order to satisfy
Code ss.  401(m) only if they have the same Plan Year;  (2) in  determining  the
Contribution Percentage test, Employee Contributions are considered to have been
made  in  the  Plan  Year  in  which  contributed  to  the  Plan,  and  Matching
Contributions and QNECs will be considered made for a Plan Year if made no later
than the end of the twelve  (12)  month  period  beginning  on the day after the
close of the Plan Year;  (3) the Employer  will maintain  records  sufficient to
demonstrate  satisfaction  of the ACP Test and the amount of QNECs or QMACs,  or
both,  used  in  such  test;  and (4) the  determination  and  treatment  of the
Contribution  Percentage of any Participant will satisfy such other requirements
as may be prescribed by the Secretary of the Treasury.

     (d)  Aggregate  Limit:  The term  Aggregate  Limit means the sum of (1) one
hundred twenty-five percent (125%) of the greater of the ADP of Participants who
are the NHCEs for the current Plan Year or the ACP of Participants who are NHCEs
subject  to Code ss.  401(m)  for the Plan Year  beginning  with or  within  the
current Plan Year of the CODA, and (2) the lesser of two hundred  percent (200%)
or two plus the lesser of such ADP or ACP. "Lesser" is substituted for "greater"
in (1) and "greater" for "lesser"  after "two plus the" in (2) if a larger limit
would result.

     (e) Contribution Percentage: The term Average Contribution Percentage means
the average of the Contribution  Percentages of the "eligible" Participants in a
group;  the  term  Contribution  Percentage  means  the  ratio  (expressed  as a
percentage)  of  the  Participant's   Contribution  Percentage  Amounts  to  the
Participant's  Compensation  for  the  Plan  Year;  and  the  term  Contribution
Percentage   Amounts   means  the  sum  of  Employee   Contributions,   Matching
Contributions, and QMACs (to the extent not used in the ADP Test) made on behalf
of the Participant for the Plan Year.  Contribution  Percentage Amounts will 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.

     (f)  "Eligible"  Participant:  For purposes of this Section,  an "eligible"
Participant is any Employee who is eligible to make an Employee Contribution, or
an Elective Deferral (if the Employer takes such  contributions  into account in
calculating the Contribution Percentage),  or to receive a Matching Contribution
(including  forfeitures) or a QMAC. If an Employee Contribution is required as a
condition of Plan participation, any Employee who would be a Participant if such
Employee made such a contribution  will be treated as an "eligible"  Participant
on behalf of whom no Employee  Contributions are made. An Employee  Contribution
means any contribution made by or on behalf of a Participant that is included in
his or her gross income in the year in which made and that is maintained under a
separate account to which earnings and losses are allocated.

     (g) Change To Prior Year Testing:  The Employer can only elect to change to
prior year testing in accordance with Notice 98-1 (or superseding guidance).  If
the Employer does elect to change to prior year  testing,  the ACP for NHCEs for
the prior year will be  determined  by taking into  account  only (1)  Voluntary
Employee  Contributions  for those  NHCEs for the prior year,  and (2)  Matching
Contributions  for those NHCEs that were taken into  account for purposes of the
ACP Test (and not the ADP Test) under the current  year  testing  method for the
prior year, and (3) QNECs that were allocated to the accounts of those NHCEs for
the prior  year but that were not used to  satisfy  the ACP Test or the ADP Test
under the current year testing method for the prior year.  Thus, if the Employer
elects to change to prior year testing, the following contributions made for the
prior year will be disregarded: QNECs used to satisfy either the ADP Test or ACP
Test under the current year testing  method for the prior  testing  year,  QMACs
taken into  account for purposes of the ADP Test,  and all  Elective  Deferrals.
These  limitations on double  counting do not apply for testing years  beginning
before  January 1, 1999,  and if the Plan  changes to prior year testing for the
first time for the 1998 Plan Year, the ACP for NHCEs will be the same as for the
1997 Plan Year.

     1.11 BENEFICIARY.  The term Beneficiary  means the recipient  designated by
the  Participant  to receive the Plan  benefits  payable upon the  Participant's
death.  Subject to the  provisions  of  Section  5.8  regarding  the rights of a
Participant's  spouse,  each  Participant  may designate a Beneficiary on a form
supplied  by the  Administrator  and may change or revoke  that  designation  by
filing written notice with the  Administrator.  In the absence of a designation,
the Participant  will be deemed to have  designated the following  Beneficiaries
(if then living) in the following order:  (1) his or her spouse,  (2) his or her
children; and (3) his or her estate.

     1.12 BREAK IN SERVICE.  The term Break in Service  means a Plan Year during
which an  Employee  does not  complete  more than five  hundred  (500)  Hours of
Service  for reasons  other than an  authorized  leave of absence,  which is any
period  in which an  Employee  ceases  active  employment  because  of  illness,
military service,  or any other reason approved by the Employer.  If a Plan Year
is less than  twelve  (12)  months,  the five  hundred  (500)  Hours of  Service
requirement will be proportionately reduced.

     1.13  CODE.  The term Code  means the  Internal  Revenue  Code of 1986,  as
amended, and the regulations and rulings promulgated  thereunder by the Internal
Revenue Service.

     1.14 COMPENSATION.  The term Compensation means a Participant's Section 415
Compensation  that is actually paid or made available in gross income during the
Plan Year.  Compensation  used to determine  Plan  benefits  will not exceed One
Hundred  Sixty  Thousand  Dollars  ($160,000.00),  as  adjusted  under  Code ss.
401(a)(17). A cost of living adjustment in effect for a calendar year applies to
any  period  not  exceeding  twelve  (12)  months  over  which  Compensation  is
determined  (determination  period)  beginning  in  such  calendar  year.  If  a
determination  period is less than twelve (12) months,  the adjusted One Hundred
Sixty Thousand Dollar ($160,000.00) limitation will be multiplied by a fraction,
the numerator of which is the number of months in the determination  period, and
the denominator of which is twelve (12).  Compensation of an Owner-Employee or a
Self-Employed Individual will equal Earned Income up to the adjusted One Hundred
Sixty Thousand Dollar ($160,000.00) limitation.

     1.15 DAVIS-BACON  CONTRIBUTION.  The term Davis-Bacon Contribution means an
Employer  Contribution  made to this Plan on behalf of a Participant,  and which
satisfies the Davis-Bacon Act requirements,  40 U.S.C.  Section 276a, or similar
requirements under state prevailing wage laws relating to government contracts.

     1.16  DISABILITY.  The term Disability means a physical or mental condition
arising after an Employee has become a Participant which totally and permanently
prevents the  Participant  from  performing his or her specified  duties for the
Employer.  The  determination  as  to  whether  a  Participant  has  suffered  a
Disability  will be made by a physician  appointed  by the  Administrator.  If a
difference of opinion arises between the Participant and the Administrator as to
whether  the  Participant  has  suffered a  Disability,  it will be settled by a
majority decision of three physicians, one to be appointed by the Administrator,
one to be appointed by the Participant, and the third to be appointed by the two
physicians first appointed herein. However,  notwithstanding the foregoing,  the
term  Disability  will not include any  disability  arising  from (1) chronic or
excessive  use  of   intoxicants   or  other   substances;   (2)   intentionally
self-inflicted  injury or  sickness;  (3) an unlawful act or  enterprise  by the
Participant;  or (4)  military  service  where the  Participant  is  eligible to
receive a government sponsored military disability pension.

     1.17 EARLY  RETIREMENT  AGE. The term Early  Retirement  Age means any date
after a Participant reaches age fifty-five (55).

     1.18 EARNED  INCOME.  The term Earned  Income means the net  earnings  from
self-employment  in the  trade or  business  with  respect  to which the Plan is
established,  for which  personal  services  of the  individual  are a  material
income-producing factor. Net earnings will be determined without regard to items
not included in gross income and the deductions  allocable thereto. Net earnings
will be reduced by  deductible  contributions  by the  Employer  to a  qualified
retirement  plan.  Net earnings will be determined  with regard to the deduction
allowed to the Employer by Code ss.  164(f) for taxable  years  beginning  after
December 31, 1989.

     1.19  ELECTIVE  DEFERRAL.   The  term  Elective  Deferrals  means  Employer
Contributions  made to the Plan at the  election of the  Participant  in lieu of
cash  compensation,  and will include  contributions  made  pursuant to a salary
reduction  agreement  or  other  deferral  mechanism.  In 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  under Code ss. 401(k),  any  simplified  employee
pension cash or deferred arrangement under Code ss.  402(h)(1)(B),  any eligible
deferred  compensation  plan  under  Code  ss.  457,  any  plan  under  Code ss.
501(c)(18),  and any Employer  Contributions made for the purchase of an annuity
contract  under  Code  ss.  403(b)  pursuant  to a salary  reduction  agreement.
Elective Deferrals will not include any deferrals properly distributed as excess
Annual Additions under Section 6.4.

     1.20 ELIGIBLE PARTICIPANT.The term Eligible Participant means a Participant
eligible to receive an allocation of Employer Contributions  (including Matching
Contributions) and Forfeitures allocable for a Plan Year. Any Participant who is
an Employee on the last day of the Plan Year will be an Eligible  Participant if
he or she also  completes at least one thousand  (1,000) Hours of Service during
the Plan Year.  Any  Participant  who  terminates  employment  with the Employer
before the last day of the Plan Year will only be an  Eligible  Participant  for
that Plan Year in accordance with the following:

     (a) Retiring  Participants:  A Participant who terminates employment before
the last day of the Plan Year for  retirement  after Normal or Early  Retirement
Age will be an Eligible Participant regardless of the number of Hours of Service
the Participant completes during that Plan Year.

     (b) Deceased  Participants:  A Participant who terminates employment before
the last day of the Plan or on account of death will be an Eligible  Participant
regardless of the number of Hours of Service the  Participant  completes  during
that Plan Year.

     (c) Disabled  Participants:  A Participant who terminates employment before
the last day of the Plan  Year on  account  of  Disability  will be an  Eligible
Participant  regardless  of the  number  of Hours  of  Service  the  Participant
completes during that Plan Year.

     (d) Terminated  Participants:  A Participant who terminates before the last
day of the Plan Year for reasons other than retirement, death or Disability will
not be an Eligible Participant for that Plan Year.

     1.21  EMPLOYEE.  The term  Employee  means (1) any person  employed  by the
Employer as an employee;  (2) except for purposes of determining  eligibility to
participate  in this Plan,  any  employee  of an  Affiliated  Employer;  (3) any
Self-Employed  Individual who derives  Earned Income from the Employer;  (4) any
Owner-Employee;  and  (5)  any  Leased  Employee  who is not  covered  by a plan
described in Code ss. 414(n)(5)  provided Leased Employees  constitute more than
twenty percent (20%) of the Employer's non-highly compensated workforce.

     1.22 EMPLOYER. The term Employer means CPM Development  Corporation (or any
successor thereto that sponsors this Plan) and any Adopting Employer.

     1.23  FIDUCIARY.  The term  Fiduciary  means any individual or entity which
exercises any discretionary authority or control over the management of the Plan
or over the disposition of the assets of the Plan; renders investment advice for
a fee or other  compensation  (direct  or  indirect);  or has any  discretionary
authority or responsibility over administration of the Plan.

     1.24 FISCAL YEAR. The term Fiscal Year means the Employer's accounting year
beginning January 1 and ending the following December 31.

     1.2  FORFEITURE.   The  term  Forfeiture   means  the  amount  by  which  a
Participant's  Account  balance  exceeds  his or her  Vested  Interest  upon the
earlier to occur of (1) the date the Participant  receives a distribution of his
or her Vested  Interest  pursuant to Sections  5.4, 5.5, or 5.6; or (2) the date
the Participant  incurs five (5) consecutive Breaks in Service after Termination
of Employment. No Forfeitures will occur solely as a result of the withdrawal of
a Participant's own contributions to the Plan, or a Participant's transfer to an
Affiliated  Employer or Adopting Employer.  All Forfeitures will be allocated to
the Forfeiture Account pending allocation under Section 3.4.

     1.26 HCE. The term HCE means a Highly Compensated Employee.

     1.27 HIGHLY  COMPENSATED  EMPLOYEE.  The term Highly  Compensated  Employee
means,  for Plan Years  beginning  after December 31, 1996, any Employee (1) who
during  the Plan Year or the  look-back  year was a five  percent  (5%) owner as
defined in Code ss. 416(i)(1); or (2) who for the look-back year had Section 415
Compensation in excess of Eighty Thousand Dollars ($80,000.00) as adjusted under
Code ss. 415(d)  (except that the base year will be the calendar  quarter ending
September  30, 1996).  The  look-back  year will be the twelve (12) month period
immediately  preceding the Plan Year for which the  determination is being made.
The determination of who is a highly compensated former Employee is based on the
rules for determining HCE status as in effect for the Plan Year or the look-back
year for which the  determination  is being made, in accordance  with  temporary
regulation ss. 1.414(q)-1T,  A-4 and Notice 97-45. In determining if an Employee
is a HCE for Plan Years  beginning in 1997,  amendments  to Code ss.  414(q) are
treated as being in effect for Plan Years beginning in 1996.

     1.28  HOUR OF  SERVICE.  The term 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 or an Affiliated Employer. These hours will be credited 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 or an
Affiliated  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 five  hundred one
(501) hours will be credited under this Section for any single continuous period
(whether or not such period occurs in a single computation period).  Hours under
this paragraph will be calculated  and credited  pursuant to ss.  2530.200b-2 of
the  Department  of Labor  regulations  which  are  incorporated  herein by this
reference;  and (c) each hour for which back pay,  irrespective of mitigation of
damages,  is  either  awarded  or  agreed to by the  Employer  or an  Affiliated
Employer.  The same hours will not be credited both under Section (a) or Section
(b) above and under this  Section  (c).  These  hours will be  credited  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.
In  determining  whether a Break in Service  for  participation  and vesting has
occurred in a computation  period, an individual on Maternity or Paternity Leave
will receive credit for up to five hundred one (501) hours which would otherwise
have been credited to such  individual  but for such absence,  or in any case in
which such hours cannot be determined,  eight (8) hours per day of such absence.
Hours  credited  for  Maternity  or  Paternity  Leave  will be  credited  in the
computation  period in which the absence  begins if necessary to prevent a Break
in Service in that period,  or in all other cases, in the following  computation
period.

     1.29 KEY  EMPLOYEE.  The term  Key  Employee  means  any  Employee,  Former
Employee, deceased Employee, or Beneficiary who at any time during the Plan Year
containing  the  Determination  Date for the Plan Year in question or any of the
prior four (4) Plan Years was (1) an officer of the Employer  whose  Section 415
Compensation  exceeds fifty percent (50%) of the amount in effect under Code ss.
415(b)(1)(A),  except that no more than fifty (50) Employees (or, if lesser, the
greater of three  percent [3%] or ten percent  [10%] of the  Employees)  will be
treated as  officers;  (2) an owner (or was  considered  an owner under Code ss.
318) of one of the ten (10) largest  interests in the Employer whose Section 415
Compensation  exceeds one hundred  percent  (100%) of the dollar  limitation  in
effect under Code ss.  415(c)(1)(A),  but if two Employees own the same interest
in the  Employer,  the Employee  with the greater  annual  Compensation  will be
treated  as  owning a larger  interest;  (3) a five  percent  (5%)  owner of the
Employer as defined in Code ss. 416(i)(1)(B)(i); or (4) a one percent (1%) owner
of the Employer as defined in Code ss. 416(i)(1)(B)(ii) whose annual Section 415
Compensation is more than One Hundred Fifty Thousand Dollars ($150,000.00).  For
purposes  of  this  Section,  Section  415  Compensation  will  include  amounts
contributed  by the  Employer  on behalf  of an  Employee  pursuant  to a salary
reduction  agreement which are excludible from the Employee's gross income under
Code ss. 125, Code ss. 402(e)(3), Code ss. 402(h), or Code ss. 403(b).

     1.30 LEASED EMPLOYEE.  The term Leased Employee means any person within the
meaning of Code ss.  414(n)2  and Code ss.  414(o) who is not an Employee of the
Employer  and who  provides  services to the  Employer if (1) such  services are
provided   pursuant  to  an  agreement   between  the  Employer  and  a  leasing
organization; (2) such person has performed services for the Employer or for the
Employer and related persons as determined in accordance with Code ss. 414(n)(6)
on a  substantially  full time basis for a period of at least one (1) year;  and
(3) such services are performed  under the primary  direction and control of the
Employer. Contributions or benefits provided to a Leased Employee by the leasing
organization  which are attributable to services performed for the Employer will
be treated as provided by Employer.

     1.31 LIMITATION YEAR. The term Limitation Year means the Plan Year.

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

     1.33 MATERNITY  OR  PATERNITY  LEAVE.  The term  Maternity or Paternity
Leave  means that an  Employee  is absent  from work  because of the  Employee's
pregnancy;  the birth of the Employee's child; the placement of a child with the
Employee in connection  with the adoption of such child by the Employee;  or the
need to care for such child for a period  beginning  immediately  following  the
child's birth or placement.

     1.34 NHCE. The term NHCE means a Non-Highly Compensated Employee.

     1.35 NON-ELECTIVE  CONTRIBUTIONS.  The term  Non-Elective  Contribution
means a contribution other than a Matching  Contribution or a Qualified Matching
Contribution or a Davis-Bacon Contribution (1) that is made by the Employer, (2)
that is allocated to  Participants'  Accounts,  and (3) that the Participant may
not elect to receive in cash until such  contributions  are distributed from the
Plan.

     1.36 NON-HIGHLY  COMPENSATED EMPLOYEE.  The term Non-Highly Compensated
Employee  means  any  Employee  who  is  not  a  Highly  Compensated   Employee.

     1.37 NON-KEY EMPLOYEE. The term Non-Key Employee means any Employee who
is not a Key Employee,  including  former Key Employees.  For purposes of making
the allocations in Section 3.5,  Non-Key  Employee means a Non-Key  Employee who
either is a Participant or would be a Participant  but for the reasons set forth
in Section 3.5(a).

     1.38 NORMAL  RETIREMENT  AGE. The term Normal  Retirement Age means the
date a Participant reaches age sixty-five (65). There is no mandatory retirement
age.

     1.39 NORMAL  RETIREMENT DATE. The term Normal Retirement Date means the
same date a Participant reaches Normal Retirement Age.

     1.40 OWNER-EMPLOYEE.  The term Owner-Employee  means (1) in the case of
an Employer or Affiliated Employer which is an unincorporated trade or business,
an  individual  who owns the entire  interest  in such  Employer  or  Affiliated
Employer;  and (2) in the case of an Employer or Affiliated  Employer which is a
partnership,  an  individual  who owns more than ten percent (10%) of either the
capital interest or the profit interest in such Employer or Affiliated Employer.

     1.41 PARTICIPANT.  The term Participant  means any Employee who has met
the  eligibility  and  participation  requirements  of  the  Plan.  However,  an
individual  who is no longer an Employee will not be deemed a Participant if his
or her entire Plan benefit (1) is fully  guaranteed by an insurance  company and
is  legally  enforceable  at the sole  choice of such  individual  against  such
insurance company,  provided that a contract,  policy, or certificate describing
the benefits to which such individual is entitled under the Plan has been issued
to such individual;  or (2) is paid in a lump sum distribution  which represents
such individual's entire interest in the Plan.

     1.42 PARTICIPANT'S  ACCOUNT.  The term Participant's  Account means the
account to which is credited a  Participant's  share of Employer  Contributions,
Forfeitures  which  are not used to pay  administrative  expenses  or to  reduce
Employer  Contributions,  and earnings and losses.  Each account will be divided
into the following contribution sub-accounts: the Elective Deferral Account; the
Matching  Contribution Account; the Qualified Matching Contribution Account; the
Non-Elective  Contribution  Account;  the  Qualified  Non-Elective  Contribution
Account; and the Davis-Bacon Contribution Account.

     1.43 PERMISSIVE  AGGREGATION  GROUP.  The term  Permissive  Aggregation
Group means a Required  Aggregation  Group plus any Employer  plan(s) which when
considered  as a group with the  Required  Aggregation  Group would  continue to
satisfy Code ss. 401(a)(4) and ss. 410.

     1.44 PLAN.  The term Plan means this  401(k)  profit  sharing  plan and
trust agreement,  which is named the CPM Development  Corporation Profit Sharing
Retirement Plan.

     1.45 PLAN  YEAR.  The term Plan Year means the Plan's  accounting  year
beginning January 1 and ending the following December 31.

     1.46 POLICY.  The  term  Policy  means a life  insurance  policy  or an
annuity contract purchased by the Plan.

     1.47 QMAC. The term QMAC means a Qualified Matching Contribution.

     1.48 QNEC. The term QNEC means a Qualified Non-Elective Contribution.

     1.49 QUALIFIED  MATCHING  CONTRIBUTION.  The  term  Qualified  Matching
Contribution  means  a  Matching   Contribution  that  satisfies  the  following
requirements:  (1) it is used to  satisfy  the ADP Test or the ACP  Test;  (2) a
Participant may not elect to receive it in cash until distributed from the Plan;
and (3) it is subject to the distribution and nonforfeitability  requirements of
Code ss. 401(k) when made to the Plan.

     1.50 QUALIFIED   NON-ELECTIVE   CONTRIBUTIONS.   The   term   Qualified
Non-Elective   Contribution   means  a  contribution   (other  than  a  Matching
Contribution or a Qualified Matching  Contribution) that is made by the Employer
and  allocated  to  Participant's  Account  and  that  satisfies  the  following
requirements:  (1) it is used to satisfy the ADP or ACP Test;  (2) a Participant
may not elect to receive it in cash until  distributed from the Plan; and (3) it
is subject to the  distribution and  nonforfeitability  requirements of Code ss.
401(k)  when  made to the  Plan.  Qualified  Non-Elective  Contributions  may be
considered  for  purposes  of  determining  the Top Heavy  Minimum  Contribution
pursuant  to the  provisions  of Section  3.5.  In lieu of  distributing  Excess
Contributions under Section 5.16 or Excess Aggregate Contributions under Section
5.17, the Employer may make a Qualified  Non-Elective  Contribution on behalf of
Participants  in an amount  sufficient  to satisfy  the ADP Test  and/or the ACP
Test, to the extent permitted in Section 1.2 and Section 1.10.

     1.51 REQUIRED  AGGREGATION  GROUP. The term Required  Aggregation Group
means (a) each Employer qualified  deferred  compensation plan in which at least
one  Key  Employee   participates   or  participated  at  any  time  during  the
determination  period  (regardless of whether the plan has terminated),  and (b)
any other Employer  qualified  deferred  compensation  plan which enables a plan
described in (a) to meet the requirements of Code ss. 401(a)(4) or ss. 410.

     1.52 REQUIRED  BEGINNING  DATE. The term Required  Beginning Date means
for a Participant who is not a five percent (5%) owner,  April 1 of the calendar
year  following  the later of the  calendar  year in which he or she reaches age
seventy and one-half  (70 1/2) or the calendar  year in which he or she actually
retires;  and for a Participant who is a five percent (5%) owner, April 1 of the
calendar year following the calendar year in which he or she reaches age seventy
and one-half (70 1/2).

     (a) Definition Of Five Percent (5%) Owner: If A Participant will be treated
as a five percent (5%) owner  hereunder  if such  Participant  is a five percent
(5%) owner as defined  in Code ss. 416 at any time  during the Plan Year  ending
with or within the  calendar  year in which such owner  reaches  age seventy and
one-half (70 1/2).  Once  distributions  have begun to a five percent (5%) owner
under this Section,  they must continue even if the  Participant  ceases to be a
five percent (5%) owner in a subsequent year.

     (b)  Pre-Retirement  Age Seventy and One-Half (70 1/2)  Distributions:  The
pre-retirement  age seventy and  one-half (70 1/2)  distribution  option is only
eliminated with respect to Employees who reach age seventy and one-half (70 1/2)
in or after a calendar year that begins after the later of December 31, 1998, or
the  adoption  date of this amended  Plan.  The  pre-retirement  age seventy and
one-half (70 1/2) distribution option is an optional form of benefit under which
benefits payable in a particular  distribution form (including any modifications
elected  after benefit  commencement)  commence at a time during the period that
begins on or after January 1 of the calendar  year in which an Employee  attains
age seventy and one-half (70 1/2) and ends April 1 of the immediately  following
calendar year.

     1.53 SECTION 415 COMPENSATION.  The term Section 415 Compensation means
a Participant's Earned Income, wages,  salaries,  fees for professional services
and other amounts received for personal services actually rendered in the course
of employment with the Employer maintaining the Plan (including, but not limited
to,  commissions paid salesmen,  compensation for services based on a percentage
of profits,  commissions  on insurance  premiums,  tips and  bonuses).  However,
Section  415  Compensation  does not  include (a)  Employer  Contributions  to a
deferred  compensation  plan which are not  includible in the  Employee's  gross
income for the taxable  year in which  contributed,  or  Employer  Contributions
under a simplified  employee  pension plan to the extent they are  deductible by
the Employee,  or any distributions  from a plan of deferred  compensation;  (b)
amounts realized from a non-qualified stock option, or when restricted stock (or
property)  held by the Employee  either  becomes  freely  transferable  or is no
longer subject to a substantial  risk of forfeiture;  (c) amounts  realized from
the sale,  exchange or other  disposition  of stock  acquired  under a qualified
stock  option;  and (d) other amounts  which  receive  special tax benefits,  or
contributions  made by an  Employer  (whether  or not  under a salary  reduction
agreement)  towards the  purchase  of an annuity  described  in Code ss.  403(b)
(whether or not the amounts are excludable  from Employee's  gross income).  For
Limitation  Years  beginning after December 31, 1997,  Section 415  Compensation
will include any elective  deferrals as defined in Code ss.  402(g)(3),  and any
amounts which are contributed or deferred at the election of the Participant and
are not includible in the gross income by reason of Code ss. 125 or ss. 457. For
purposes of Section 1.14,  Section 415 Compensation  will not exceed One Hundred
Sixty Thousand Dollars ($160,000.00) as adjusted under Code ss. 401(a)(17).

     1.54 SELF-EMPLOYED  INDIVIDUAL. The term Self-Employed Individual means
anyone who owns an interest  (other than stock) in the  Employer  and has Earned
Income for the Plan Year or who would  have had  Earned  Income but for the fact
the Employer had no net profits for the Plan Year.

     1.5 SHAREHOLDER-EMPLOYEE.  The term Shareholder-Employee means, in the
case of an Employer or Affiliated  Employer  which is an electing small business
corporation,  an individual who is an employee or officer of such electing small
business  corporation and owns, or is considered as owning within the meaning of
Code ss. 318(a)(1), on any day during the taxable year of such corporation, more
than five percent (5%) of the outstanding stock of the corporation.

     1.56 SUPER  TOP  HEAVY.  The term  Super Top Heavy  means the Top Heavy
Ratio exceeds ninety percent (90%).

     1.57 TERMINATION OF EMPLOYMENT.  Termination of Employment means that a
Participant is no longer an Employee for reasons other than  retirement,  death,
or Disability.

     1.58 TERMINATED  PARTICIPANT.  The term Terminated  Participant means a
Participant who has ceased to be an Employee for reasons other than  retirement,
death or Disability.

     1.59 TOP  HEAVY.  Top Heavy  means for any Plan  Year  beginning  after
December 31, 1983,  that (a) the Top Heavy Ratio exceeds sixty percent (60%) and
the Plan is not part of a Required  Aggregation Group or Permissive  Aggregation
Group;  or (b) the  Plan is a part of a  Required  Aggregation  Group  but not a
Permissive Aggregation Group and the Top Heavy Ratio for the group exceeds sixty
percent (60%); or (c) the Plan is a part of a Required  Aggregation  Group and a
Permissive  Aggregation  Group  and  the Top  Heavy  Ratio  for  the  Permissive
Aggregation Group exceeds sixty percent (60%).

     1.60 TOP  HEAVY  MINIMUM   ALLOCATION.   The  term  Top  Heavy  Minimum
Allocation  means an  amount  equal to three  percent  (3%) of the  Section  415
Compensation  of a Non-Key  Employee for the applicable  Plan Year. The term Top
Heavy Extra Minimum Allocation means an amount equal to four percent (4%) of the
Section 415 Compensation of a Non-Key Employee for the applicable Plan Year.

     1.61 TOP HEAVY RATIO. In determining if this Plan is Top Heavy or Super
Top  Heavy,  the Top Heavy  Ratio  will be  determined  in  accordance  with the
following provisions:

     (a) Rule 1: If the  Employer  maintains  one or more  defined  contribution
plans (including  simplified  employee pension plans) and has not maintained any
defined  benefit  plan  which  during  the five (5) year  period  ending  on the
Determination Date had accrued benefits, the Top Heavy Ratio for this Plan alone
or for the Required or Permissive Aggregation Group is a fraction, the numerator
of which  is the sum of the  account  balances  of all Key  Employees  as of the
Determination Date (including any part of any account balance distributed in the
five (5) year period ending on the  Determination  Date), and the denominator of
which is the sum of the  account  balances  (including  any part of any  account
balance  distributed  in the five (5) year  period  ending on the  Determination
Date)  determined  under Code ss. 416 and the regulations  thereunder.  Both the
numerator  and the  denominator  of the Top Heavy  Ratio  will be  increased  to
reflect any  contribution  not actually  made as of the  Determination  Date but
which  is  required  to be  taken  into  account  under  Code  ss.  416  and the
regulations thereunder.

     (b) Rule 2: If the  Employer  maintains  one or more  defined  contribution
plans  (including  a  simplified  employee  pension  plan) and  maintains or has
maintained  one or more  defined  benefit  plans which  during the five (5) year
period ending on the Determination  Date has had any accrued  benefits,  the Top
Heavy Ratio for any Required or Permissive  Aggregation Group is a fraction, the
numerator of which is the sum of account  balances under the aggregated  defined
contribution plans for all Key Employees determined in accordance with paragraph
(a) above,  and the  present  value of  accrued  benefits  under the  aggregated
defined  benefit plans for all Key Employees as of the  Determination  Date, and
the denominator of which is the sum of the account balances under the aggregated
defined  contribution plans for all Participants,  determined in accordance with
paragraph  (a), and the present value of accrued  benefits  under the aggregated
defined  benefit plans for all  Participants as of the  Determination  Date, all
determined  under  Code ss.  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 made in the five (5) year
period ending on the Determination Date.

     (c) Rule 3: For  purposes of  paragraphs  (a) and (b), 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 twelve (12) month
period ending on the Determination  Date, except as provided in Code ss. 416 and
the  regulations  thereunder  for the first and  second  Plan Years of a defined
benefit plan. The account  balances and accrued benefits will be disregarded for
a  Participant  who (1) is not a Key  Employee  but who was a Key  Employee in a
prior  year or (2) has not been  credited  with at least one (1) Hour of Service
with any  Employer  maintaining  the Plan at any time  during  the five (5) year
period ending on the Determination  Date. 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  ss.  416 and the  regulations
thereunder.  When aggregating  plans, the value of accounts and accrued benefits
will be calculated  with reference to the  Determination  Date that falls within
the same calendar  year. The accrued  benefit of a Participant  other than a Key
Employee will 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) effective as of the first Plan Year beginning after December 31, 1986, 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  ss.
411(b)(1)(C).  Deductible employee  contributions will not be taken into account
in determining the Top Heavy Ratio.

     (d) Definition Of  Determination  Date: In determining the Top Heavy Ratio,
the term Determination Date means the last day of the preceding Plan Year except
for the first Plan Year when the  Determination  Date means the last day of such
first Plan Year.

     1.62 TRUSTEE.  The term  Trustee  means the persons or entity  named as
trustee or trustees in this Plan and any successor to such Trustee or Trustees.

     1.63 TRUST  FUND.  The term Trust Fund or Trust means the assets of the
Plan.

     1.64 VALUATION  DATE.  Except as otherwise  provided in Section 1.61(c)
regarding the Top Heavy Ratio,  the term  Valuation Date means the date on which
the Trustee  determines  the value of the Trust Fund,  which must occur at least
semi-annually, with one (1) Valuation Date occurring on the last day of the Plan
Year. The Administrator may also value the Trust Fund on such other dates deemed
necessary by the  Administrator  in a manner that does not discriminate in favor
of HCEs.

     1.65 VESTED  AGGREGATE ACCOUNT. The term Vested Aggregate Account means
a  Participant's   Vested  Interest  in  the  aggregate  value  of  his  or  her
Participant's  Account and any accounts  attributable to the  Participant's  own
Plan contributions (including rollovers).

     1.66 VESTED  INTEREST.  The term Vested  Interest means a Participant's
non-forfeitable percentage in any account maintained on his or her behalf by the
Plan. A Participant's  Vested Interest in his or her Participant's  Account will
be determined in accordance with Section 4.6 of the Plan.

     1.67 YEAR  OF  SERVICE.  The term Year of Service  means a twelve  (12)
consecutive  month  computation  period in which an Employee  completes  for the
Employer,  an  Affiliated  Employer  or an  Adopting  Employer  (1) at least one
thousand  (1,000) Hours of Service for  eligibility  purposes under Section 2.1;
and (2) at least one  thousand  (1,000)  Hours of Service for  vesting  purposes
under  Section  4.6. A  Participant  will also  receive  credit for all Years of
Service with Adopting Employers,  ACME Materials & Construction  Company and any
affiliate  of ACME  Materials &  Construction  Company if the  crediting of such
Years of  Service  does not  cause the Plan to  discriminate  in favor of Highly
Compensated  Employees.  A Year of Service will be determined in accordance with
the following provisions:

     (a) Eligibility Computation Period: For eligibility purposes, an Employee's
initial twelve (12) consecutive month computation  period will begin on the date
an Employee first completes an Hour of Service  (hereafter called the Employment
Commencement  Date).  The  second  twelve  (12)  consecutive  month  eligibility
computation  period  will begin on the first day of the Plan Year  which  begins
prior to the first  anniversary of the Employee's  Employment  Commencement Date
regardless of whether the Employee is credited  with one thousand  (1,000) Hours
of Service during the initial  computation  period.  If the Employee is credited
with one  thousand  (1,000)  Hours of  Service in both the  initial  eligibility
computation  period  and in  the  second  eligibility  computation  period,  the
Employee will be credited with two Years of Service for eligibility purposes. If
a Plan Year is less than twelve (12) months,  the one thousand  (1,000) Hours of
Service requirement set forth herein will be proportionately reduced.

     (b) Reemployment Before A Break In Service: For eligibility  purposes, if a
Participant  terminates  employment and is  re-employed  by the Employer  before
incurring a Break in Service,  such  Participant will continue to participate in
the  Plan  and  earn  credit  for  Years of  Service  as if the  termination  of
employment had not occurred.

     (c) Reemployment After A Break In Service: For eligibility  purposes,  if a
Participant  who does not have a Vested  Interest in his  Participant's  Account
terminates  employment but is re-employed  after a Break in Service occurs,  his
Years of Service  before the Break in Service  will not be counted in  computing
his Years of Service if the number of  consecutive  Breaks in Service  equals or
exceeds the  greater of five or the  aggregate  number of Years of Service.  The
aggregate  number  of  Years  of  Service  will not  include  Years  of  Service
previously  disregarded  hereunder  by reason of prior  Breaks in Service.  If a
former  Participant's Years of Service are disregarded under this paragraph,  he
or she will be treated as a new Employee for eligibility  purposes.  If a former
Participant's Years of Service may not be disregarded under this paragraph, then
he or she will continue to  participate  in the Plan,  or, if  terminated,  will
participate  immediately upon  re-employment.  If a Participant who has a Vested
Interest  in his or  her  Participant's  Account  terminates  employment  but is
re-employed after a Break in Service occurs, such former Participant will become
a Participant in the Plan immediately upon being re-employed.

     (d) Full And Immediate  Vesting:  If this Plan at any time provides that an
Employee  must  complete  two (2) Years of Service for  eligibility  and that an
Employee will have a one hundred  percent  (100%) Vested  Interest in his or her
Participant's Account upon becoming a Participant,  then the Years of Service of
an Employee who incurs a Break in Service before  satisfying  such two (2) Years
of Service eligibility requirement will not be counted for eligibility.

     (e) Vesting  Computation  Period:  In  determining a  Participant's  Vested
Interest in his or her Participant's  Account, the twelve (12) consecutive month
computation period will be the Plan Year. If a former Participant is re-employed
after a Break in Service,  such former  Participant's  Vested Interest in his or
her  Participant's  Account  will be computed  as follows:  (1) Years of Service
prior to the Break in Service will not be counted for purposes of computing  his
or her post-break  Vested Interest until the former  Participant has completed a
Year of Service  from the date of  re-employment;  (2) Years of Service  after a
former  Participant has incurred five (5) consecutive Breaks in Service will not
be  taken  into  account  in  determining  the  Vested  Interest  in  his or her
Participant's Account which accrued before such five (5) year period; and (3) if
a former Participant does not have a Vested Interest in his or her Participant's
Account,  Years of Service  before any period of  consecutive  Breaks in Service
will not be taken into  account if the  number of  consecutive  Break in Service
within  such period  equals or exceeds the greater of five (5) or the  aggregate
number of Years of Service before such period.

                                   ARTICLE 2.
                               PLAN PARTICIPATION

     2.1 ELIGIBILITY  REQUIREMENTS. An Employee who is not in an ineligible
class of  Employees  will be  eligible  to become a  Participant  in the Plan in
accordance with the following provisions:

     (a) Service  Requirement:  Anyone who is a Participant  on January 1, 2000,
will continue to participate in the Plan. Any other Employee who is not a member
of an ineligible class of Employees will be eligible to enter the Profit Sharing
and 401(k)  portions of the Plan as a  Participant  when he or she completes one
(1) Year of Service,  and will be eligible to enter the  Davis-Bacon  portion of
the Plan as a Participant when he or she completes one (1) Hour of Service.

     (b)  Ineligible  Classes  Of  Employees:  All  Employees  are  eligible  to
participate  in  the  Plan  except  for  the  following  ineligible  classes  of
Employees:  (1)  Employees  whose  employment  is  governed  by the  terms  of a
collective  bargaining  agreement  between  Employee   representatives  and  the
Employer in which retirement benefits were the subject of good faith bargaining,
unless such collective bargaining agreement expressly provides for the inclusion
of  such  Employees  as   Participants  in  the  Plan;  (2)  Employees  who  are
non-resident aliens who do not receive any earned income from the Employer which
constitutes  income  from  sources  within  the  United  States;  and (3) Leased
Employees.

     (c)  Participation  By  Ineligible  Employees:  If an Employee who is not a
member of the  eligible  class of  Employees  becomes  a member of the  eligible
class,  such Employee will  participate in the Plan immediately if he or she has
satisfied the age and service  requirements  and would have previously  become a
Participant had he or she been a member of the eligible class. The participation
of a Participant who becomes a member of an ineligible  class will be suspended,
and such Participant will be entitled to an allocation of Employer Contributions
and  Forfeitures  for the Plan  Year  only to the  extent  of  Hours of  Service
completed  while a member of the eligible class of Employees.  Upon returning to
an  eligible  class of  Employees,  a  suspended  Participant  will  immediately
participate  again in the Plan. The Vested  Interest of a Participant who ceases
to be a member of an eligible class will continue to increase under Section 4.6.

     (d) Participation By Former  Participants:  A former Participant will again
become a Participant immediately upon returning to the employ of the Employer as
a member of the  eligible  class of Employees  unless such former  Participant's
Years of  Service  may be  disregarded  by reason of prior  Breaks in Service as
provided in Section 1.66(c).

     2.2 ENTRY   DATE.  An  Employee  who  has  satisfied  the  eligibility
requirements in Section 2.1 will enter the Plan as a Participant (a) in order to
make Elective  Deferrals  and receive an  allocation  of Matching  Contributions
thereon, on the January 1, April 1, July 1, or October 1 which coincides with or
next follows the date on which he or she satisfies the eligibility  requirements
for Elective Deferrals and Matching  Contributions;  and (b) in order to receive
an allocation of  Non-Elective  Contributions,  retroactive  to January 1 of the
Plan  Year  in  which  he or she  satisfies  the  eligibility  requirements  for
Non-Elective  Contributions;  and (c) in  order  to  receive  an  allocation  of
Davis-Bacon  Contributions,  on the date the Employee commences  employment with
the Employer.

     Notwithstanding the foregoing,  for the 2000 Plan Year, an Employee who was
employed  by ACME  Materials  &  Construction  Company or an  affiliate  of ACME
Materials  &  Construction  Company at the time that  company was  purchased  by
Employer,  and who has satisfied the  eligibility  requirements  in Section 2.1,
will enter the Plan as a Participant (a) in order to make Elective Deferrals and
receive an allocation of Matching  Contributions  thereon,  on the special Entry
Date of July 1, 2000; and (b) in order to receive an allocation of  Non-Elective
Contributions, retroactive to July 1, 2000. In addition, the Employees described
in this  paragraph  shall be permitted to make a one-time  election on August 1,
2000 to make Elective  Deferrals  relative to  Compensation  earned from July 1,
2000 to July 31, 2000

     2.3 WAIVER  OF  PARTICIPATION.  A  Participant  may,  with the written
consent of the Employer, elect in writing to waive participation in the Plan for
any Plan Year. A waiver will be permitted  only if it does not adversely  affect
the Plan's tax qualified status.  An election to waive Plan  participation for a
Plan Year will result in no allocation of Employer  Contributions or Forfeitures
for that Plan Year.  If an Employee  who has waived his or her right to become a
Participant  subsequently  elects to become a Participant,  the period of waiver
will be  considered  as  Years  of  Service  under  the  Plan  for  purposes  of
determining  the Employee's  eligibility to  participate,  for  determining  the
Employee's  Vested  Interest  in his  or  her  Participant's  Account,  and  for
determining eligibility for Normal or Early Retirement Age.

     2.4 CESSATION  OF PARTICIPATION.  A Participant's active participation
in the Plan  will  cease if the  Participant  incurs  a Break in  Service  or on
account of the Participant's death or Disability, or on account of retirement on
or after  reaching  Normal or Early  Retirement  Age. Upon the occurrence of any
such event,  the benefits of such  Participant,  if any, will be computed by the
Administrator and distributed by the Trustee as hereinafter provided.

     2.5 RESTRICTIONS   ON   OWNER-EMPLOYEES.   If   this   Plan   provides
contributions or benefits for Employees some or all of who are  Owner-Employees,
such  contributions  or benefits can only be provided with respect to the Earned
Income of such Owner-Employee,  which is derived from the trade or business with
respect to which the Plan is established.

                                   ARTICLE 3.
                          CONTRIBUTIONS AND ALLOCATIONS

     3.1 EMPLOYER   CONTRIBUTIONS.   Each  Plan  Year,  the  Employer  will
contribute to the Plan such amounts as it may in its sole discretion  determine,
subject to the following provisions:

     (a) Elective Deferrals:  Each Participant may enter into a salary reduction
agreement as set forth below  authorizing  the Employer to withhold a percentage
of the  Participant's  Compensation.  The  amount  withheld  will be  deemed  an
Elective  Deferral,  which  the  Employer  will  contribute  to the  Plan on the
Participant's  behalf.  Each  Participant's  Elective Deferral for any Plan Year
will be determined as follows:

     (1) Deferral  Percentage:  Each  Participant  may elect that up to fourteen
percent (14%) of his or her  Compensation  be withheld as an Elective  Deferral,
but in no event may the dollar  amount  withheld be more than Ten Thousand  Five
Hundred  Dollars  ($10,500.00)  per  calendar  year as  adjusted  under Code ss.
402(g)(5).  Elective  Deferrals  which exceed the  adjusted  Ten  Thousand  Five
Hundred Dollar ($10,500.00)  limitation will be deemed Excess Elective Deferrals
and will be returned under Section 5.15.  Elective Deferrals must satisfy one of
the ADP Tests, and Elective  Deferrals which do not satisfy one of the ADP Tests
will be deemed Excess Contributions and will be returned under Section 5.16.

     (2) Withdrawal Of Elective Deferrals:  Elective Deferrals (exclusive of the
earnings  thereon)  can only be  withdrawn  upon the earlier to occur of (1) the
date  the  Participant  incurs a  Termination  of  Employment;  (2) the date the
Participant  dies; (3) the date the  Participant  suffers a Disability;  (4) the
date an  event  described  in Code  ss.  401(k)(10)  occurs;  (5) the  date  the
Participant  retires;  or (6) the date the Participant  qualifies for a hardship
distribution  under Section 5.18.  Distribution  will be made in accordance with
Article 5.

     (3) Salary  Reduction  Agreement:  A Participant  may, in accordance with a
written  policy  established  by the  Administrator,  amend  his  or her  salary
reduction agreement to change the percentage being withheld. The Participant may
also  at any  time  suspend  or  cancel  the  salary  reduction  agreement  upon
reasonable  written  notice (not to exceed  thirty [30] days).  If a Participant
cancels or suspends the salary reduction agreement,  the Participant will not be
permitted to put a new agreement into effect until such time as set forth in the
written policy established by the Administrator. If necessary to insure that the
Plan  satisfies  the ADP  Test,  the  Employer  may also  amend or  terminate  a
Participant's  salary reduction  agreement on written notice to the Participant.
If a Participant has not authorized the Employer to withhold at the maximum rate
permitted and the Participant  desires to increase the total amount withheld for
a Plan Year, the Participant  may authorize the Employer upon reasonable  notice
to withhold a supplemental amount up to one hundred percent (100%) of his or her
Compensation for one or more pay periods.  In no event may the sum of the amount
withheld under the salary reduction agreement plus the supplemental  withholding
exceed  twenty-five  percent (25%) of a  Participant's  Compensation  for a Plan
Year.

     (b) Matching  Contributions:  The Employer may contribute on behalf of each
Participant  a  Matching   Contribution  up  to  fifty  percent  (50%)  of  each
Participant's  Elective Deferral, but Elective Deferrals that exceed six percent
(6%)  of  a  Participant's   Compensation  will  not  be  considered.   Matching
Contributions  made for each  Plan  Year must  satisfy  the ACP  Test.  Matching
Contributions  which do not satisfy the ACP Test will be deemed Excess Aggregate
Contributions and will be returned in accordance with Section 5.17. The Employer
may elect to treat all or any portion of a Matching  Contribution as a Qualified
Matching Contribution to the extent necessary to satisfy the ACP Test.

     (c)  Non-Elective  Contributions:  The  Employer  may  make a  Non-Elective
Contribution in such amount as determined by the Employer, and the Employer will
convey  such  amount  to  the  Trustee  in  writing.  However,  no  Non-Elective
Contribution  may exceed  the  maximum  amount  deductible  under Code ss.  404;
Non-Elective  Contributions  will be limited as required by Code ss. 415; and no
Non-Elective  Contribution  will  be  made  for  any  Participant  who is not an
Eligible Participant unless required by Section 3.5.

     (d)  Qualified  Non-Elective  Contributions:  Subject to the  provisions of
Notice 98-1,  the Employer  may, in lieu of  distributing  Excess  Contributions
under Section 5.16 or distributing Excess Aggregate  Contributions under Section
5.17, elect to treat all of any portion of a Non-Elective Contribution as a QNEC
sufficient to satisfy the ADP Test and/or the ACP Test; or the Employer elect to
make a QNEC in an amount sufficient to satisfy the ADP Test and/or the ACP Test.

     (e)   Davis-Bacon   Contributions:   The  Employer  may  make   Davis-Bacon
Contributions  in such  amounts as  determined  by the Employer in a uniform and
nondiscriminatory basis.

     (f)  Contribution  For  Mistakenly  Excluded   Employees:   Notwithstanding
paragraph (c), if an Employee  should have been included as a Participant but is
mistakenly  excluded  for any  reason,  the  Employer  will make a  Non-Elective
Contribution  equal  to  the  sum  of (1)  the  amount  which  would  have  been
contributed  for such  Employee,  and (2) the amount of earnings that would have
been credited to the excluded Employee's  Participant's Account but for the fact
that the Employee  was  mistakenly  excluded.  Such  contributions  will be made
regardless of whether such amounts are ever deductible by the Employer.

     (g) Refund Of  Contributions:  If the Plan fails to  initially  satisfy the
requirements  of Code ss. 401(a) and the Employer  declines to amend the Plan to
satisfy such requirements, contributions made prior to the date qualification is
denied  must be  returned  to the  Employer  within  one (1) year of the date of
denial,  but  only if the  application  for  qualification  is made by the  time
prescribed by law for filing the  Employer's  tax return for the taxable year in
which  the  Plan is  adopted,  or by such  later  date as the  Secretary  of the
Treasury may prescribe. If a contribution is attributable in whole or in part to
a good faith  mistake of fact,  including  a good faith  mistake in  determining
deductibility  under Code ss. 404,  an amount may be  returned  to the  Employer
equal to the excess of the amount  contributed  over the amount which would have
been  contributed  had the mistake not  occurred.  Earnings  attributable  to an
excess contribution will not be returned,  but losses attributable  thereto will
reduce the amount returned.  Such amount will be returned within one (1) year of
the date the contribution was made or the deduction disallowed,  as the case may
be.

     3.2 ALLOCATION OF EMPLOYER  CONTRIBUTIONS.  As of each Valuation Date,
each Eligible Participant's share of the various types of Employer Contributions
made to the  Plan  will be  allocated  to his or her  Participant's  Account  as
follows:

     (a) Elective Deferrals:  Each Participant's  Elective Deferrals contributed
to the Plan by the  Employer  will be allocated  to the  Participant's  Elective
Deferral Account.

     (b) Matching And Qualified Matching  Contributions:  Matching Contributions
will be allocated to an Eligible  Participant's  Matching  Contribution Account;
and  any  Matching   Contributions   that  are  treated  as  Qualified  Matching
Contributions will be allocated to an Eligible Participant's  Qualified Matching
Contribution  Account.  Matching  Contributions  will be allocated on the annual
Valuation Date only to Participants  who are Eligible  Participants for the Plan
Year.

     (c)  Non-Elective   Contributions:   Non-Elective   Contributions  will  be
allocated  on  the  annual   Valuation  Date  to  each  Eligible   Participant's
Non-Elective Contribution Account in accordance with the following provisions:

                            (1) Method of Allocation:

         Years of Credited                      Contribution
        Service for Vesting                        Percent
               0 - 5                                5.00%
               6 - 10                               5.50%
              11 - 15                               6.00%
              16 - 20                               6.50%
             21 or more                             7.00%

     (2)  Definitions:  For  purposes  of  subparagraph  (1),  the term Years of
Credited  Service for  Vesting  means Year of Service as  previously  defined in
Section 1.67(e).

     (d)  Qualified   Non-Elective   Contributions:   QNECs,   and  Non-Elective
Contributions  that are treated as QNECs,  will be  allocated  to the  Qualified
Non-Elective Contribution Account of each Eligible Participant who is a NHCE for
the Plan Year. Such  allocation will be made in the ratio that the  Compensation
of  each  such  Participant  bears  to  the  total   Compensation  of  all  such
Participants.

     (e) Davis-Bacon  Contributions:  If the Employer elects to make Davis-Bacon
Contributions,  a separate  contribution  will be  determined  for each affected
Employee equal to the product of (1) the number of the affected Employee's Hours
of Service  during  the Plan Year that are  subject  to the  Davis-Bacon  Act or
similar state law  requirements  and (2) a specified  amount per Hour of Service
for the affected  Employee's laborer or mechanic class,  established (and as may
be revised at any time) by the Employer in its sole discretion for each contract
or any portion(s)  thereof,  provided that the specified amount for the affected
Employee's  class shall not exceed the prevailing  fringe benefit  component for
that class under the  appropriate  Davis-Bacon  Act (or similar  state law) wage
determination in the contract with respect to which the contribution is made.

     The aggregate Employer Contribution under this Section 3.2(e) shall be made
to the Trust no less  frequently  than each  quarter of the Plan Year,  shall be
allocated to a separately determined  contribution for that Employee and without
regard to  completion of one thousand  (1,000) Hours of Service  during the Plan
Year,  shall be  nonforfeitable  at all times and shall otherwise be governed by
the terms of this Plan except that any  contributions  returned to the  Employer
pursuant to Article 3 or other Plan  provisions for which the Employer has taken
credit  under the  Davis-Bacon  Act or  similar  state laws shall be paid to the
Employee for which such credit was taken. Any  contributions  under this Section
3.2(e) shall be made without regard to current or accumulated  net profits,  but
this Plan will  otherwise be treated as a profit sharing plan under the Code and
ERISA.

     3.3 ALLOCATION OF EARNINGS AND LOSSES. As of each Valuation Date,  accounts
which have not been distributed since the prior Valuation Date will have the net
income of the Trust Fund earned since the prior Valuation Date allocated thereto
as set  forth  herein.  Net  income  is the  net  of  any  interest,  dividends,
unrealized  appreciation  and  depreciation,   capital  gains  and  losses,  and
investment expenses of the Trust.

     (a) Non-Segregated  Accounts:  Accounts which have not been segregated from
the general Trust Fund for investment will have net income allocated  thereto in
the ratio  that the value of each  non-segregated  account  as  determined  on a
time-weighted  basis bears to the total value of all non-segregated  accounts as
determined on a time-weighted  basis.  The Forfeiture  Account will not share in
the allocation made under this paragraph.

     (b)  Segregated  Accounts And Policy  Dividends:  Accounts  which have been
segregated  from the  general  Trust  Fund for  investment,  including  Directed
Investment  Accounts  established under Section 7.15 of the Plan, will only have
the net income earned thereon  allocated  thereto.  Policy  dividends or credits
will be allocated to the  Participant's  Account for whose benefit the Policy is
held.

     3.4 ALLOCATION OF FORFEITURES.  On each annual  Valuation Date, any portion
of the Forfeiture Account which has not been used to pay administrative expenses
of the Plan will be used as follows:  (a)  Forfeitures  attributable to Matching
Contributions will first be used to reduce any Qualified Matching  Contributions
and then to reduce any Matching Contributions for the current Plan Year or for a
future Plan Year; and (b) Forfeitures attributable to Non-Elective Contributions
will be allocated to each Eligible  Participant's Account in the ratio that each
Eligible  Participant's  Compensation  bears to the  total  Compensation  of all
Eligible Participants.

     3.5 TOP HEAVY MINIMUM  ALLOCATION.  In any Top Heavy Plan Year in which the
Employer makes a contribution to the Plan, each eligible  Non-Key  Employee will
receive the Top Heavy Minimum Allocation as follows:

     (a) Who Must  Receive  The  Allocation:  Except as  otherwise  provided  in
paragraph (b), the Top Heavy Minimum  Allocation  will be made for each eligible
Non-Key  Employee  who is employed  by the  Employer on the last day of the Plan
Year,  including  those Non-Key  Employees who have failed to complete a Year of
Service and who have been excluded from becoming  Participants because (1) their
Compensation  is less than a stated amount;  (2) they declined to make mandatory
contributions  (if required) to the Plan during the time they were considered to
be Participants;  or (3) they failed to make an elective  contribution to a Code
ss.  401(k) plan  maintained  by the  Employer.  However,  the Top Heavy Minimum
Allocation will not be required for any Non-Key  Employee who also  participates
in an Employer  sponsored money purchase  pension plan or target benefit pension
plan which provides a Top Heavy Minimum  Allocation to such Non-Key Employee and
which is included with this Plan in a Required Aggregation Group.

     (b) Lesser Allocation  Allowed: If the allocation made to the Participant's
Account of each Key  Employee  under  Sections 3.2 and 3.4,  including  Elective
Deferrals allocated under Section 3.2(a), is less than three percent (3%) of his
or her Section 415 Compensation, and if this Plan is not required to be included
in an  Aggregation  Group to enable a defined  benefit  plan to satisfy Code ss.
401(a)(4) or ss. 410, the Employer's contribution will be reallocated so the Top
Heavy  Minimum  Allocation  made to the  Participant's  Account of each eligible
Non-Key  Employee  is  equal  to  the  largest   percentage   allocated  to  the
Participant's Account of each Key Employee. Such percentage will be equal to the
ratio of the sum of the Employer's  contribution  and  Forfeitures  allocated on
such Key Employee's behalf divided by his or her Section 415 Compensation.

     3.6  FAILSAFE  ALLOCATION.  For any Plan  Year in which  the Plan  fails to
benefit at least seventy percent (70%) of Non-Highly  Compensated  Employees who
are eligible to participate in the Plan, or in which the Plan fails to benefit a
percentage of Non-Highly  Compensated  Employees who are eligible to participate
in the Plan that is at least seventy  percent (70%) of the  percentage of Highly
Compensated  Employees  who  benefit  under the  Plan,  an  additional  Employer
Contribution may be made and allocated first to that group of Employees who were
Participants but not Eligible Participants for the Plan Year; next to that group
of Employees  who have not  satisfied the  eligibility  requirements  of Section
2.1(a) and are not members of an  ineligible  class of Employees as set forth in
Section  2.1(b);  and then to that group of Employees who have not satisfied the
eligibility  requirements  of Section 2.1(a) and are members of a  non-statutory
ineligible class of Employees as set forth in Section 2.1(b). Within each group,
individuals  will be  ranked  by  service,  and  the  individuals  receiving  an
allocation  will be those with the highest number of Hours of Service during the
Plan Year beginning first by including only those who were Employees on the last
day of the Plan Year.  Allocations  will be made under this  Section only to the
extent  necessary to insure that the Plan satisfies one of the ratio  percentage
tests set forth in Code ss.ss. 410(b)(1)(A) or (B) as described above.

     3.7  ROLLOVERS.  With the consent of the  Administrator,  any  Employee who
becomes  an  Employee  of the  Employer  as a result  of an  acquisition  by the
Employer of the Employee's former employer,  regardless of whether such Employee
has  become a  Participant,  may  transfer  amounts  to this Plan  from  another
qualified  plan.  Such  transferred  amounts  are  hereafter  called  Rollovers.
Rollovers  will be  allocated to a Rollover  Account in which the Employee  will
have a one hundred percent (100%) Vested Interest.  The Administrator may choose
for investment  purposes to segregate  Rollover  Accounts into separate interest
bearing  accounts  (except  for such  portion  as a  Participant  may  choose to
self-direct  under  Section 7.15) or to invest them as part of the general Trust
Fund, in which case such  accounts will share in the  allocation of earnings and
losses under Section 3.3(a). Rollover Accounts will be administered as follows:

     (a) Definition Of Rollover:  The term Rollover means amounts transferred to
this Plan (1) in a trustee to trustee transfer from another  qualified plan; (2)
from another  qualified  plan as a lump sum  distribution  eligible for tax free
rollover  treatment  which is transferred by the Participant to this Plan within
sixty  (60)  days  following  receipt  thereof;  (3) from a  conduit  individual
retirement account if the only assets therein were previously distributed to the
Participant by another qualified plan as a lump sum distribution  eligible for a
tax free rollover within sixty (60) days of receipt thereof and earnings on said
assets;  or  (4)  from a  conduit  individual  retirement  account  meeting  the
requirements of subparagraph  (3) and transferred to this Plan within sixty (60)
days of receipt thereof.

     (b) Withdrawal Of Rollovers: An Employee may withdraw all or any portion of
his or her  Rollover  Account  except for  rollovers  from the  Central  Pre-mix
Concrete  Co.  Defined  Benefit  Pension  Plan and Trust.  Payment of the amount
withdrawn shall be made as soon as reasonably  practicable  after the end of the
Plan  Year in which  the Plan  Administrator  is  provided  with  notice of such
withdrawal request. Any amount withdrawn cannot be redeposited to the Employee's
Rollover  Account.   However,   amounts  which  constitute  or  are  treated  as
constituting    elective    contributions   as   defined   in   regulation   ss.
1.401(k)-1(g)(3) and which were transferred to this Plan in a trustee-to-trustee
transfer from another  qualified  plan may only be withdrawn in accordance  with
the  limitations  set forth in  regulation  ss.  1.401(k)-1(d).  All  withdrawal
requests must contain the Employee's  address,  social  security  number,  birth
date, and the amount of the withdrawal.  A Rollover  withdrawal will not prevent
an  Employee  from  accruing  any  future  benefit   attributable   to  Employer
Contributions.  An Employee's request to make a Rollover withdrawal must satisfy
the  applicable  spousal  consent  requirements  set forth in Section 5.8 of the
Plan.

                                   ARTICLE 4.
                                  PLAN BENEFITS

         4.1......BENEFIT UPON NORMAL RETIREMENT. Every Participant who has
reached Normal or Early Retirement Age will be entitled to his or her Vested
Aggregate Account determined as of the most recent Valuation Date coinciding
with or immediately preceding the date of distribution. Distribution will be
made under Section 5.1.

         4.2......BENEFIT UPON LATE RETIREMENT. A Participant who has reached
Normal or Early Retirement Age may elect to remain employed and retire at a
later date. Such Participant will continue to participate in the Plan and his or
her Participant's Account will continue to receive allocations under Article 3
until the Participant actually retires. A Participant who elects late retirement
may at any time (1) choose to have distributed prior to actual retirement all or
part of his or her Vested Aggregate Account balance determined as of the most
recent Valuation Date coinciding with or immediately preceding the date of
distribution; or (2) choose to have such Vested Aggregate Account balance
transferred to another qualified retirement plan maintained by the Employer.
Upon actual retirement, the Participant will be entitled to his or her
undistributed Vested Aggregate Account balance determined as of the most recent
Valuation Date coinciding with or immediately preceding the date of
distribution. Distribution will be made under Section 5.1.

         4.3......BENEFIT UPON DEATH. Upon the death of a Participant prior to
Termination of Employment, or upon the death of a Terminated Participant prior
to distribution of his or her Vested Aggregate Account, his or her Beneficiary
will be entitled to the Participant's Vested Aggregate Account balance
determined as of the most recent Valuation Date coinciding with or immediately
preceding the date of distribution. If any Beneficiary who is living on the date
of the Participant's death dies prior to receiving the entire death benefit, the
remaining portion of such death benefit will be paid in a lump sum to the estate
of such deceased Beneficiary. The Administrator's determination that a
Participant has died and that a particular person has a right to receive the
deceased Participant's death benefit will be final. Distribution will be made
under Section 5.2.

         4.4......BENEFIT UPON DISABILITY. If a Participant suffers a Disability
prior to Termination of Employment and thereafter retires, or if a Terminated
Participant suffers a Disability prior to distribution of his or her Vested
Aggregate Account, such Participant will be entitled to his or her Vested
Aggregate Account balance determined as of the most recent Valuation Date
coinciding with or immediately preceding the date of distribution. Distribution
will be made under Section 5.3.

         4.5......BENEFIT UPON TERMINATION. A Participant who incurs a
Termination of Employment will be entitled to his or her Vested Aggregate
Account balance determined as of the most recent Valuation Date coinciding with
or immediately preceding the date of distribution. Distribution will be made
under Section 5.4.

     4.6  DETERMINATION OF VESTED INTEREST.  A Participant's  Vested Interest in
his or her  Participant's  Account will be  determined  in  accordance  with the
following provisions:

     (a)  One  Hundred  Percent  (100%)  Vesting  Upon   Retirement,   Death  Or
Disability: A Participant will have a one hundred percent (100%) Vested Interest
in his or her Participant's Account upon reaching Normal or Early Retirement Age
prior to Termination of  Employment,  or upon death or Disability  prior to that
date.

     (b) Vesting Prior To Retirement,  Death Or Disability:  Except as otherwise
provided in paragraph (a) above, a  Participant's  Vested Interest in his or her
Participant's  Account at any given time,  including  Termination  of Employment
prior to Normal or Early Retirement Age, death or Disability, will be determined
in accordance  with the following:  (1) a  Participant's  Vested Interest in all
Elective Deferrals,  Matching  Contributions,  Qualified Matching Contributions,
Qualified  Non-Elective  Contributions,  and Davis-Bacon  Contributions that are
allocated to his or her Participant's Account will be one hundred percent (100%)
upon entry into the Plan and at all times  thereafter;  and (2) a  Participant's
Vested Interest in all Non-Elective  Contributions  that are allocated to his or
her Participant's Account will be determined in a non-Top Heavy Plan Year by the
vesting schedule which immediately follows this paragraph based on the number of
Years of Service the Participant has completed.

               Years of Service                 Vested Interest
                less than 3                           0%
                     3                               20%
                     4                               40%
                     5                               60%
                     6                               80%
                7 or more                           100%

                  (c) Vesting In A Top Heavy Plan Year: Notwithstanding the
         vesting schedule in paragraph (b), the Vested Interest of a
         Participant's Account in a Top Heavy Plan Year will be determined by
         the vesting schedule which immediately follows this paragraph. If this
         Plan ceases to be Top Heavy and the vesting schedule in paragraph (b)
         becomes effective, a Participnt's Vested Interest as determined under
         the vesting schedule in this paragraph cannot be reduced. Furthermore,
         any such reversion to the vesting schedule in paragraph (b) will be
         considered an amendment to this Section and will be treated in
         accordance with paragraph (d) of this Section pertaining to such
         amendments.

               Years of Service                 Vested Interest
               less than 2                            0%
                     2                               20%
                     3                               40%
                     4                               60%
                     5                               80%
                6 or more                           100%

                  (d) Amendments to Vesting Schedule: No amendment may directly
         or indirectly reduce a Participant's Vested Interest. If the vesting
         schedule is amended, a Participant with at least three Years of Service
         may, by filing a written request with the Administrator sixty (60) days
         after the latest of (1) the amendment's adoption date, (2) the
         amendment's effective date, or (3) the date the Participant receives
         written notice of the amendment, may elect to have the Vested Interest
         in his or her Participant's Account cmputed by the vesting schedule in
         effect prior to the amendment. A Participant who fails to make an
         election will have his or her Vested Interest computed under the new
         schedule. However, notwithstanding the foregoing, a Participant's
         Vested Interest in his or her Participant's Account will not be less
         than it was as of the later of January 1, 2000, or the date this
         amended Plan is actually adopted by the Employer.

                                   ARTICLE 5.
                            DISTRIBUTION OF BENEFITS

     5.1 BENEFIT UPON  RETIREMENT.  Unless a cash-out  occurs under Section 5.5,
the retirement benefit a Participant is entitled to receive under Section 4.1 or
4.2 will be  distributed  in one lump  sum in  cash.  Distribution  will be made
within a reasonable  time after the  Participant's  actual  retirement  date, or
within a reasonable time after a Participant who elects late retirement requests
payment,  but distribution must begin no later than the  Participant's  Required
Beginning Date.

     5.2 BENEFIT UPON DEATH.  Unless a cash-out  occurs  under  Section 5.5, the
death benefit a deceased Participant's  Beneficiary is entitled to receive under
Section 4.3 will be distributed as follows:

     (a) Non-Spouse Beneficiary: Any death benefit a non-spouse Beneficiary of a
deceased  Participant  is  entitled  to  receive  will  be  distributed  to  the
Beneficiary in one lump-sum payment in cash.  Distribution of a death benefit to
a non-spouse  beneficiary  will be made within a reasonable time after the death
of the Participant, but distribution must be made by December 31 of the calendar
year which contains the fifth (5th) anniversary of the Participant's death.

     (b) Surviving Spouse:  Notwithstanding  any other  Beneficiary  designation
made by a  Participant,  if a  Participant  is married on the date of his or her
death,  the  surviving  spouse will be  entitled to receive one hundred  percent
(100%) of the deceased  Participant's  death benefit unless the surviving spouse
has waived that right in accordance  with Section 5.8. The death benefit will be
distributed  to the  surviving  spouse  in one lump sum in cash.  The  surviving
spouse may (1) elect to have the death benefit  distributed  within a reasonable
time after the death of the Participant; or (2) elect to defer distribution, but
distribution  may not be deferred  beyond  December 31 of the  calendar  year in
which the deceased  Participant would have attained age seventy and one-half (70
1/2).

     (c) Death of Surviving Spouse Before Distribution  Begins: If the surviving
spouse  dies before  distribution  begins,  distribution  will be made as if the
surviving spouse were the Participant. Distribution will be considered as having
commenced  when the  deceased  Participant  would have  reached  Age seventy and
one-half (70 1/2) even if payments have been made to the surviving spouse before
that date. If distribution to the surviving  spouse  commences in the form of an
irrevocable annuity over a period permitted under paragraph (b) above before the
deceased  Participant  would have  reached age seventy  and  one-half  (70 1/2),
distribution will be considered as having begun on the actual  commencement date
of the annuity.

     (d) Participants In Pay Status:  If a Participant who has started receiving
distribution of his or her retirement benefit dies before the entire benefit has
been  distributed,  the  balance  of the  benefit  will  be  distributed  to the
Participant's   Beneficiary   at  least  as  rapidly  as  under  the  method  of
distribution being used on the date of the Participant's death.

         5.3 DISABILITY BENEFITS. Unless a cash-out occurs under Section
5.5, the Disability benefit a Participant is entitled to receive under Section
4.4 will be distributed in one lump sum in cash. Distribution will be made to a
disabled Participant within a reasonable time after the Participant suffers the
Disability, but distribution must begin no later than the Required Beginning
Date.

     5.4 BENEFIT UPON TERMINATION. Unless a cash-out occurs under Section 5.5 or
a prior distribution has been made under Section 5.2 or Section 5.3, the benefit
a  Terminated  Participant  is  entitled  to receive  under  Section 4.5 will be
distributed in one lump sum in cash.  Distribution will be approximately  ninety
(90) days after the  semi-annual  Valuation Date that occurs at least six months
following  Termination of Employment,  but distribution must begin no later than
the Required Beginning Date.

     5.5 CASH-OUT OF BENEFITS.  If the lump sum value of a Participant's benefit
does not  exceed  Five  Thousand  Dollars  ($5,000.00),  the  Administrator  may
distribute the benefit in a lump sum without the  Participant's  consent as soon
as  practicable   after  the  date  the  Participant   becomes  eligible  for  a
distribution of such benefit, but distribution must occur no later than the date
the benefit would otherwise be  distributable  under the terms of the Plan. That
portion of the  Participant's  Account  which is not a Vested  Interest  will be
treated as a Forfeiture. If a Participant's Vested Interest in his Participant's
Account is zero on the date of  distribution,  the Participant will be deemed to
have received a distribution of such balance.

     5.6  RESTRICTIONS  ON IMMEDIATE  DISTRIBUTIONS.  If the lump sum value of a
Participant's  benefit  exceeds  (or  at the  time  of  any  prior  distribution
exceeded)  Five Thousand  Dollars  ($5,000.00),  and the benefit is  immediately
distributable,  the  benefit  may only be  distributed  with the  consent of the
Participant in accordance with this Section.  That portion of the  Participant's
Account which is not a Vested Interest will be treated as a Forfeiture.

     (a) Definition Of Immediately  Distributable:  A  Participant's  benefit is
immediately distributable if any part of the benefit could be distributed to the
Participant  (or the  Participant's  surviving  spouse)  before the  Participant
reaches (or would have reached if not  deceased)  the later of his or her Normal
Retirement Age or age fifty-nine and one-half (59 1/2 ).

     (b) Consent  Requirements:  The consent of the  Participant  to any benefit
that is immediately  distributable must be obtained in writing within the ninety
(90) day period ending on the Annuity  Starting Date.  However,  the Participant
will not be required to consent to a  distribution  that is required by Code ss.
401(a)(9) or ss. 415. If upon  termination of this Plan neither the Employer nor
an Affiliated Employer maintains another defined contribution plan other than an
employee  stock  ownership  plan (ESOP) as defined in Code ss.  4975(e)(7),  the
Participant's benefit will, without the Participant's consent, be distributed to
the Participant. If the Employer or an Affiliated Employer does maintain another
defined  contribution plan other than an ESOP, the  Participant's  benefit will,
without  the  Participant's  consent,  be  transferred  to the other plan if the
Participant  does not consent to an  immediate  distribution  under the terms of
this Section.

     (c)  Notification   Requirements:   The   Administrator   must  notify  the
Participant  of the  right  to defer  any  distribution  until  it is no  longer
immediately  distributable.  Notification will include a general  explanation of
the  material  features and  relative  values of the  optional  forms of benefit
available under the Plan in a manner that would satisfy the notice  requirements
of Code ss.  417(a)(3);  and will be  provided  no less than thirty (30) days or
more than ninety (90) days prior to the Annuity  Starting Date.  Distribution of
the  Participant's  benefit  may begin  less than  thirty  (30) days  before the
Annuity Starting Date if (1) the  Administrator  clearly informs the Participant
he has a right to a period of at least thirty (30) days after  receiving  notice
to consider the decision of whether or not to elect a distribution,  and (2) the
Participant,  after receiving the required notification,  affirmatively elects a
distribution.

     5.7  RESTORATION  OF FORFEITED  ACCOUNT  BALANCE.  If a Participant  with a
partially  Vested  Interest  in  his  or her  Participant's  Account  terminates
employment  with the Employer  and  receives  (or is deemed to have  received) a
distribution  of such Vested  Interest,  and such  Participant  is  subsequently
reemployed  by the Employer,  then such  Participant's  Account  balance will be
restored to the amount on the date of distribution if the Employee repays to the
Plan the full  amount of the  distribution  which was  attributable  to Employer
Contributions before the earlier of five (5) years after the first date on which
the Participant is subsequently  reemployed by the Employer or the date on which
the Participant incurs five (5) consecutive Breaks in Service following the date
of  distribution.  If  a  Participant  whose  Vested  Interest  in  his  or  her
Participant's Account is zero is deemed to receive a distribution of such Vested
Interest  before  the date he or she  incurs  five  (5)  consecutive  Breaks  in
Service, upon reemployment with the Employer, such Participant's Account balance
which is attributable to Employer  Contributions  will be restored to the amount
on the date of the deemed distribution.

     5.8 SPOUSAL  CONSENT  REQUIREMENTS.  A surviving  spouse's  election not to
receive a death benefit  under Section 5.2 will not be effective  unless (1) the
election is in writing;  (2) the election  designates a specific  Beneficiary or
form of  benefit  which  may not be  changed  without  spousal  consent  (or the
spouse's consent expressly permits  designations by the Participant  without any
requirement  of  further  spousal   consent);   and  (3)  the  spouse's  consent
acknowledges the effect of the election and is witnessed by the Administrator or
a notary public.

     5.9 APPLICATION OF CODE SECTION  401(a)(9).  All Plan distributions will be
determined  and made in accordance  with the  regulations  issued under Code ss.
401(a)(9),  including the minimum distribution incidental benefit requirement of
regulation ss. 1.401(a)(9)-2, and any provisions in this Plan which reflect Code
ss. 401(a)(9) will override any distribution options which are inconsistent with
such Code section and regulations.

     5.10 STATUTORY  COMMENCEMENT OF BENEFITS.  Unless the Participant otherwise
elects,  distribution  of a  Participant's  benefit must begin no later than the
sixtieth  (60th) day after the latest of the close of the Plan Year in which the
Participant (1) reaches the earlier of age sixty-five (65) or Normal  Retirement
Age;  (2)  reaches  the tenth  (10th)  anniversary  of the year the  Participant
commenced Plan participation;  or (3) terminates service with the Employer.  The
failure  of a  Participant  to  consent  to a  distribution  while a benefit  is
immediately distributable within the meaning of Section 5.6 above will be deemed
to be an election to defer  payment of any benefit  sufficient  to satisfy  this
Section. If this Plan provides for early retirement, a Participant who satisfied
the service  requirement for early retirement prior to Termination of Employment
will be entitled to receive his or her Vested  Aggregate  Account,  if any, upon
satisfaction of the age requirement for early retirement.

     5.11  DETERMINATION  OF  LIFE  EXPECTANCIES.   If  a  Participant's  Vested
Aggregate Account is distributed through other than the purchase of an immediate
annuity,  the applicable  calendar year will be the First Distribution  Calendar
Year and, if life expectancy is being  recalculated,  each  succeeding  calendar
year.  If  annuity  payments  begin  before the  Required  Beginning  Date,  the
applicable  calendar year is the year such payments begin. If distribution is in
the form of an immediate annuity  purchased after the  Participant's  death with
the Participant's  remaining interest,  the applicable calendar year is the year
of purchase.  For purposes of Section 5.2, payments will be calculated using the
return  multiples  specified in  regulation  ss.  1.72-9.  Life  expectancy of a
surviving  spouse  may be  recalculated  annually,  but in the case of any other
Beneficiary  it will be  calculated  at the time  payment  first  commences  and
payments for any twelve (12) consecutive month period will be based on such life
expectancy  minus the number of whole  years  passed  since  distribution  first
commenced.  The First Distribution Calendar Year is, for distributions beginning
before the  Participant's  death,  the calendar year  immediately  preceding the
calendar  year  containing  the  Participant's   Required  Beginning  Date.  For
distributions beginning after the death of a Participant, the First Distribution
Calendar Year is the calendar year in which  distributions are required to begin
under Section 5.2.

     5.12 SEGREGATION OF BENEFIT BEFORE  DISTRIBUTION.  As of the Valuation Date
coinciding with or next following the date a Participant  terminates  employment
for any reason,  the  Administrator  will,  until a distribution  is made to the
Participant or the  Participant's  Beneficiary in accordance  with Sections 5.1,
5.2, 5.3, 5.4, or 5.5, direct the Trustee to either (1) invest the Participant's
Vested  Aggregate  Account  balance  determined as of such  Valuation  Date in a
separate  account in such  investments as the Trustee deems  acceptable;  or (2)
leave the Vested Aggregate Account balance as part of the general Trust Fund, in
which case such  account  will share in the  allocation  of earnings  and losses
under Section 3.3(a).

     5.13  DISTRIBUTION  IN EVENT  OF  INCAPACITY.  If any  person  entitled  to
benefits (the "Payee") suffers from a Disability or is under a legal incapacity,
payments  may be made in one or more of the  following  ways as  directed by the
Administrator:  (a)  to  the  Payee  directly;  (b) to  the  guardian  or  legal
representative of the Payee's person or estate;  (c) to a relative of the Payee,
to be expended  for the Payee's  benefit;  or (d) to the  custodian of the Payee
under any Uniform  Gifts to Minors Act.  The  Administrator's  determination  of
minority or incapacity will be final.

     5.14 DIRECT  ROLLOVERS.  A distributee  may elect to have any portion of an
eligible rollover  distribution paid to an eligible retirement plan specified by
the  distributee  in a direct  rollover,  which is a payment  by the Plan to the
eligible retirement plan specified by the distributee.

     (a) Eligible Rollover  Distribution:  An eligible rollover  distribution is
any  distribution  of all or any  portion  of the  balance  to the credit of the
distributee,  except that an eligible rollover distribution does not include (1)
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  for  the  joint  lives  (or  joint  life
expectancies) of the distributee and the distributee's  designated  beneficiary,
or for a specified period of ten (10) years or more; (2) any distribution to the
extent such distribution is required under Code ss.  401(a)(9);  (3) the portion
of any distribution that is not includible in gross income  (determined  without
regard to the exclusion for net unrealized appreciation on Employer securities);
and (4) any part of a hardship distribution attributable to Elective Deferrals.

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

     (c) Definition Of Distributee:  For purposes of this Section, a distributee
includes an Employee or former  Employee.  In addition,  an Employee's or former
Employee's  Surviving  Spouse and an 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 ss.  414(p),  are  distributees  with  regard  to the
interest of the Spouse or former Spouse.

     5.15 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS.  Excess Elective Deferrals,
plus any income and minus any loss  allocable  thereto,  will be  distributed no
later  than  April  15 to any  Participant  to  whose  account  Excess  Elective
Deferrals were  allocated for the preceding year and who claims Excess  Elective
Deferrals for such taxable year.  Such  distribution  will be made in accordance
with the following:

     (a) Assignment Of Excess Elective Deferrals: Participant may assign to this
Plan any Excess Elective Deferrals made during a taxable year of the Participant
by notifying the Administrator on or before April 15 of the amount of the Excess
Elective  Deferrals to be assigned to the Plan. A Participant  will be deemed to
notify the  Administrator of any Excess Elective  Deferrals that arise by taking
into account only those Elective Deferrals made to this Plan and any other plans
of the Employer.

     (b)  Definition  Of Excess  Elective  Deferrals:  The term Excess  Elective
Deferrals means Elective  Deferrals  includible in a Participant's  gross income
under Code ss. 402(g) to the extent his or her Elective  Deferrals for a taxable
year  exceed the dollar  limitation  under such Code  Section.  Excess  Elective
Deferrals  will be treated as Annual  Additions  under  Section 6.1 of the Plan,
unless such amounts are  distributed  no later than the first April 15 following
the close of the Participant's  taxable year. Excess Elective Deferrals that are
distributed after April 15 are includible in the  Participant's  gross income in
the taxable year in which deferred and the taxable year in which distributed.

     (c)  Determination  Of Income Or Loss:  Excess  Elective  Deferrals will be
adjusted for any income or loss up to the end of the Participant's  taxable year
and, at the discretion of the Administrator,  may be adjusted for income or loss
up to the date of distribution.  The period between the end of the Participant's
taxable year and the date of distribution will be referred to as the gap period,
and any income earned during the gap period will be allocated at the  discretion
of  the  Administrator  applied  consistently  to  all  Participants  and to all
corrective distributions for the taxable year. The income or loss allocable to a
Participant's  Excess  Elective  Deferrals  will  be the  amount  determined  in
subparagraph   (1)  or  (2)  plus,  if  applicable  the  amount   determined  in
subparagraph (3):

     (1) The amount  determined by  multiplying  the income or loss allocable to
the Participant's  Elective Deferrals for the taxable year and the gap period by
a  fraction,  the  numerator  of  which  is the  Participant's  Excess  Elective
Deferrals for the year and the  denominator of which is (A) the Account  balance
attributable  to Elective  Deferrals as of the  beginning  of the  Participant's
taxable year plus any Elective Deferrals allocated to the Participant's  Account
during such taxable year and the gap period,  if applicable,  or (B) solely with
respect to taxable years  beginning  before January 1, 1992,  the  Participant's
Account  balance  attributable  to  Elective  Deferrals  as of  the  end  of the
Participant's  taxable  year,  reduced  by any  gain and  increased  by any loss
allocable thereto during the taxable year; or

     (2) The amount  determined by any reasonable method of allocating income or
loss to Excess  Elective  Deferrals  for the taxable year and for the gap period
provided  the method used is the same  method  used by this Plan for  allocating
income or losses to Participant's Accounts; and

     (3) Ten percent (10%) of the amount determined under subparagraph (1) above
multiplied  by the number of whole months  between the end of the  Participant's
taxable year and the  distribution  date,  counting the month of distribution if
the distribution date occurs after the 15th of such month.

     5.16 DISTRIBUTION OF EXCESS CONTRIBUTIONS.  Excess Contributions,  plus any
income and minus any loss allocable  thereto,  will be distributed no later than
the  last  day of each  Plan  Year to  Participants  to  whose  accounts  Excess
Contributions  were  allocated for the preceding Plan Year. The amount of Excess
Contributions to be distributed under this Section will be reduced by any Excess
Elective Deferrals previously  distributed to the Participant under Section 5.15
for the  Participant's  taxable  year ending with or within the Plan Year.  Such
distribution will be made in accordance with the following:

     (a) Allocation To HCEs: Excess  Contributions will be allocated to the HCEs
with the  largest  amounts  of  Employer  Contributions  taken  into  account in
calculating the ADP Test for the year in which the Excess  Contributions  arose,
beginning  with the HCE with the largest  amount of such Employer  Contributions
and  continuing in  descending  order until all Excess  Contributions  have been
allocated.  For purposes of the  preceding  sentence,  the  "largest  amount" is
determined after distribution of any Excess Contributions. If excess amounts are
distributed  more than two and one-half (2 1/2) months after the last day of the
Plan Year in which they arose, a ten percent (10%) excise tax will be imposed on
the Employer.  Excess Contributions will be treated as Annual Additions pursuant
to Section 6.1.

     (b) Definition Of Excess Contributions:  Excess Contributions, with respect
to any Plan  Year,  are the  excess  of (a) the  aggregate  amount  of  Employer
Contributions  actually  taken  into  account  in  computing  the  ADP  Test  of
Participants  who are HCEs for such Plan Year,  over (b) the  maximum  amount of
such   contributions   permitted  by  the  ADP  Test   (determined  by  reducing
contributions  made on  behalf  of  Participants  who are HCEs in order of their
ADPs, beginning with the highest of such percentages).

     (c) Determination Of Income Or Loss: Excess  Contributions will be adjusted
for  any  income  or  loss  up  to  the  end  of  the  Plan  Year  and,  at  the
Administrator's  discretion,  may be so adjusted up to the date of distribution.
The period,  if any, between the end of the Plan Year and the distribution  date
is the gap  period,  and any income  earned  therein  will be  allocated  at the
Administrator's  discretion applied  consistently to all Participants and to all
corrective distributions made for the Plan Year. The income or loss allocable to
a  Participant's   Excess   Contributions  will  be  the  amount  determined  in
subparagraph   (1)  or  (2)  plus,  if  applicable  the  amount   determined  in
subparagraph (3):

     (1) The amount  determined by  multiplying  the income or loss allocable to
his or her Elective  Deferrals (and if  applicable,  QNECs and/or QMACs) for the
Plan Year (and the gap period,  if applicable)  by a fraction,  the numerator of
which is the Participant's Excess Contributions for the year and the denominator
of which is (A) the  Participant's  Account  balance  attributable  to  Elective
Deferrals (and if applicable, QNECs and/or QMACs included in the ADP test) as of
the beginning of the Plan Year plus any Elective  Deferrals  (and if applicable,
QNECs and/or QMACs included in the ADP test) allocated to the Participant during
such Plan Year and the gap period, if applicable,  or (B) solely with respect to
Plan Years beginning before January 1, 1992, the  Participant's  Account balance
attributable  to Elective  Deferrals  (and if  applicable,  QNECs  and/or  QMACs
included in the ADP Test) as of the end of the Plan Year reduced by any gain and
increased by any loss allocable thereto during the Plan Year; or

     (2) The amount  determined by any reasonable method of allocating income or
loss to the Participant's Elective Deferrals (and if applicable, QNECs or QMACs,
or both)  for the Plan Year and for the gap  period  if such  method is the same
method  used by this Plan for  allocating  income  or  losses  to  Participants'
Accounts; and

     (3) Ten percent (10%) of the amount determined under subparagraph (1) above
multiplied  by the number of whole  months  between the end of the Plan Year and
the  distribution  date,  counting the month of distribution if the distribution
date occurs after the 15th of such month.

     (d)  Accounting  For Excess  Contributions:  Excess  Contributions  will be
distributed from the Participant's Elective Deferral Account and QMAC Account in
proportion to the Participant's Elective Deferrals and QMACs (to the extent used
in the ADP Test) for the Plan Year.  Excess  Contributions  will be  distributed
from the Participant's QNEC Account only to the extent the Excess  Contributions
exceed the  balance in the  Participant's  Elective  Deferral  Account  and QMAC
Account.

     5.17  DISTRIBUTION  OF EXCESS  AGGREGATE  CONTRIBUTIONS.  Excess  Aggregate
Contributions,  plus any income and minus any loss  allocable  thereto,  will 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.  Such
distribution will be made in accordance with the following:

     (a) Allocation To HCEs: Excess Aggregate Contributions will be allocated to
the HCEs with the largest Contribution  Percentage Amounts taken into account in
calculating the ACP Test for the year in which the excess arose,  beginning with
the HCE with the  largest  amount of such  Contribution  Percentage  Amounts and
continuing in descending order until all the Excess Aggregate Contributions have
been allocated.  For purposes of the preceding sentence, the "largest amount" is
determined after distribution of any Excess Aggregate  Contributions.  If Excess
Aggregate  Contributions  are  distributed  more than two and  one-half  (2 1/2)
months  after the last day of the Plan Year in which they  arose,  a ten percent
(10%) excise tax will be imposed on the Employer with respect to those  amounts.
Excess Aggregate Contributions will be treated as Annual Additions under Section
6.1.

     (b) Forfeitures Of Excess  Aggregate  Contributions:  Forfeitures of Excess
Aggregate  Contributions will be applied to reduce the Employer's  contributions
for the Plan Year in which the excess  arose to the  extent  the excess  exceeds
Employer  Contributions  or the Employer has already  contributed  for such Plan
Year.

     (c) Definition Of Excess Aggregate Contributions: The term Excess Aggregate
Contribution  means,  with  respect  to any Plan  Year,  the  excess  of (1) the
aggregate Contribution Percentage Amounts used in computing the numerator of the
Contribution Percentage actually made on behalf of Participants who are HCEs for
such Plan Year, over (2) the maximum  Contribution  Percentage Amounts permitted
by the ACP Test (determined by reducing  contributions made for Participants who
are HCEs in order of their  Contribution  Percentage  Amounts beginning with the
highest  of such  percentages).  Such  determination  will be made  after  first
determining Excess Elective Deferrals and then determining Excess Contributions.
Actual  Contribution  Percentage,   Contribution  Percentage,  and  Contribution
Percentage Amount are defined in Section 1.10 of the Plan.

     (d)  Determination  Of  Income:  Excess  Aggregate  Contributions  will  be
adjusted  for any  income  or loss up to the end of the Plan  Year  and,  at the
Administrator's  discretion, may be so adjusted up to the distribution date. The
period  between  the end of the Plan Year and the  distribution  date is the gap
period,  and  income  earned  during  the gap period  will be  allocated  at the
Administrator's  discretion as applied  consistently to all  Participants and to
all corrective  distributions for the Plan Year. The income or loss allocable to
a Participant's Excess Aggregate  Contributions will be the amount determined in
subparagraph  (1)  or  (2)  plus,  if  applicable,   the  amount  determined  in
subparagraph (3):

     (1) The amount  determined by  multiplying  the income or loss allocable to
the Participant's Voluntary Employee  Contributions,  Matching Contributions (if
not  used in the ADP  Test),  QNECs  and,  to the  extent  applicable,  Elective
Deferrals for the Plan Year and the gap period,  if  applicable,  by a fraction,
the numerator of which is such Participant's Excess Aggregate  Contributions for
the year and the denominator of which is (A) the  Participant's  Account balance
attributable to Contribution  Percentage Amounts as of the beginning of the Plan
Year,  plus any  additional  amounts  attributable  to  Contribution  Percentage
Amounts  allocated to the Participant  during such Plan Year and the gap period,
if applicable, or (B) solely with respect to Plan Years beginning before January
1,  1992,  the  Participant's   Account  balance  attributable  to  Contribution
Percentage  Amounts  as of the end of the  Plan  Year,  reduced  by any gain and
increased by any loss allocable thereto during the Plan Year; or

     (2) The amount  determined by any reasonable method of allocating income or
loss to the Participant's  Voluntary  Contributions,  Matching Contributions and
QNECs for the Plan Year and the gap period, if applicable,  if the method is the
same one used by this Plan for  allocating  income  or  losses to  Participants'
Accounts; and

     (3) Ten percent (10%) of the amount determined under subparagraph (1) above
multiplied  by the number of whole  months  between the end of the Plan Year and
the  distribution  date,  counting the month of distribution if the distribution
date occurs after the 15th of such month.

     (e)  Accounting  For  Excess  Aggregate  Contributions:   Excess  Aggregate
Contributions  will be forfeited if  forfeitable,  or will be  distributed  on a
pro-rata basis from the Participant's  Voluntary Employee  Contribution Account,
Matching  Contribution  and  QMAC  Accounts,  and if  applicable,  from the QNEC
Account,  the  Elective  Deferral  Account,  or from both the QNEC and  Elective
Deferral Accounts.

     5.18 FINANCIAL HARDSHIP DISTRIBUTIONS. A Participant may request in writing
that up to one hundred  percent (100%) of the  Participant's  Vested Interest in
his or her Elective Deferral Account (including any earnings credited thereto as
of the end of the last Plan Year ending before July 1, 1989) as of the Valuation
Date  immediately   preceding  such  request  be  distributed   because  of  the
Participant's financial hardship, subject to the following provisions:

     (a) Amount  And Form Of  Distribution:  The  maximum  amount  distributable
cannot exceed the amount required to relieve the financial  hardship,  including
amounts  necessary to pay any federal,  state or local income taxes or penalties
reasonably anticipated to result from the distribution.  A hardship distribution
will only be in a lump sum.

     (b) Definition Of Financial Hardship: Financial hardship means an immediate
and heavy  financial  need that the  Participant  lacks  available  resources to
satisfy.  For  purposes  of this Plan,  the  following  financial  needs will be
considered  immediate  and heavy:  (1)  payment of medical  expenses  within the
meaning of Code ss. 213(d) that are incurred by the  Participant,  his spouse or
his  children;  (2) the purchase  (excluding  mortgage  payments) of a principal
residence for the  Participant;  (3) payment of tuition and related  educational
fees for the  next  twelve  (12)  months  of  post-secondary  education  for the
Participant,  the Participant's  spouse or the Participant's  children;  (4) the
need to  prevent  the  eviction  of the  Participant  from his or her  principal
residence  or  foreclosure  on  the  mortgage  of  the  Participant's  principal
residence;  (5) payment of funeral  expenses  for a member of the  Participant's
family; or (6) any other immediate and heavy financial need as determined by the
Administrator in a uniform nondiscriminatory manner.

     (c) Participant's Written Representations:  Except as otherwise provided in
paragraph  (d),  a  hardship  distribution  can  only be made  to the  extent  a
Participant's  financial  hardship  cannot be  satisfied  from  other  resources
reasonably  available to the Participant,  as determined by the Administrator on
the basis of all relevant facts and  circumstances.  However,  the Administrator
may treat a  distribution  as necessary  to satisfy a financial  hardship if the
Administrator,  in the absence of actual knowledge to the contrary,  relies upon
the Participant's  written  representation that the financial hardship cannot be
relieved (1) through  reimbursement  or  compensation by insurance or otherwise;
(2) by liquidation of the  Participant's  assets, to the extent such liquidation
would  not  itself  cause  a  financial  hardship;   (3)  by  cessation  of  the
Participant's  Elective  Deferrals or Voluntary  Employee  Contributions  to the
Plan;  or (4) by other  distributions  or  nontaxable  (at the time of the loan)
loans from any other Employer-maintained plans or from any other employer, or by
borrowing from commercial sources on reasonable commercial terms.

     (d) Safe Harbor Deemed Distributions: If a Participant elects not to comply
with the written representation  requirements in paragraph (c) with respect to a
distribution made for one of the reasons in paragraphs (b)(1),  (2), (3) or (4),
then any such  distribution  will be deemed  necessary  to  satisfy a  financial
hardship if the Participant has obtained all distributions (other than financial
hardship  distributions) and all nontaxable loans currently  available under all
plans  maintained by the Employer.  Furthermore,  by electing not to comply with
the  requirements  of  paragraph  (c),  the  Participant  cannot  make  Elective
Deferrals  and  Voluntary  Employee  Contributions  to this  Plan  or any  other
Employer  maintained  plan for at least twelve (12) months after  receipt of the
hardship  distribution;  and  for the  Participant's  taxable  year  immediately
following the taxable year of the hardship distribution,  the Participant cannot
make Elective  Deferrals to this Plan or any other Employer  maintained  plan in
excess of the applicable  limit under Code ss.  402(g)(5) for such taxable year,
minus the amount of such  Participant's  Elective Deferrals made for the taxable
year in which the financial hardship distribution was made.

     (e)  Restriction  On  Certain  Transferred   Assets:   Notwithstanding  any
provision in this Section to the contrary,  no hardship distribution can be made
under this Section with respect to benefits  attributable  to assets  (including
post-transfer earnings thereon) and liabilities that are transferred, within the
meaning of Code ss. 414(l),  from a money purchase  pension plan qualified under
Code ss.  401(a)  to this Plan  (other  than any  portion  of those  assets  and
liabilities attributable to Voluntary Employee Contributions).

     (f)  Participants  Who Are Not One  Hundred  Percent  (100%)  Vested:  If a
distribution  is made under this Section when a Participant  has less than a one
hundred percent (100%) Vested Interest in the sub-account  from which all or any
part of the financial  hardship  distribution  is made, and such Vested Interest
may increase,  a separate account will be established for such sub-account,  and
at any relevant time the  Participant's  Vested Interest in the separate account
will be equal to an  amount  ("X")  determined  by the  formula X =  P[(AB+(R  x
D))-(RxD)].  In applying the formula, "P" is the Vested Interest at the relevant
time, "AB" is the account balance at the relevant time, "D" is the amount of the
distribution,  and "R" is the ratio of the account  balance at the relevant time
to the account balance after distribution.

     5.19  PRE-RETIREMENT  DISTRIBUTIONS.  A Participant  may request in writing
that within sixty (60) days of such request up to one hundred  percent (100%) of
the  Participant's  Vested  Interest  in his or  her  Non-Elective  Contribution
Account and Matching  Contribution  Account be distributed  to the  Participant,
subject to the following provisions:

     (a) Eligibility Requirements:  On the date of distribution,  the portion of
the  Participant's  Account being distributed must have accumulated for at least
two consecutive Plan Years, or the Participant must have completed at least five
(5) Years of Plan Participation.  In addition, the Participant must have reached
age fifty-nine and one-half (59 1/2 ).

     (b) Amount And Form Of  Distribution:  The maximum  amount of  Non-Elective
Contributions and Matching Contributions distributable under this Section is the
Participant's  Vested Interest in his or her Non-Elective  Contribution  Account
and Matching  Contribution Account as of the Valuation Date which coincides with
or immediately  precedes the date of distribution.  Any distribution  under this
Section will only be made to the Participant in one lump sum payment.

     (c)  Restriction  On  Certain  Transferred   Assets:   Notwithstanding  any
provision in this Section to the contrary, no pre-retirement distribution can be
made  under  this  Section  with  respect  to  benefits  attributable  to assets
(including post-transfer earnings thereon) and liabilities that are transferred,
within the  meaning  of Code ss.  414(l),  from a money  purchase  pension  plan
qualified  under Code ss.  401(a) to this Plan  (other than any portion of those
assets and liabilities attributable to Voluntary Employee Contributions)

     (d)  Participants  Who Are Not One  Hundred  Percent  (100%)  Vested:  If a
distribution  is made under this Section when a Participant  has less than a one
hundred percent (100%) Vested Interest in the sub-account  from which all or any
part of the  pre-retirement  distribution  is made, and such Vested Interest may
increase,  a separate account will be established for such  sub-account,  and at
any relevant time the Participant's Vested Interest in the separate account will
be equal to an amount ("X") determined by the formula X = P[(AB+(R x D))-(RxD)].
In applying the formula,  "P" is the Vested  Interest at the relevant time, "AB"
is the  account  balance  at  the  relevant  time,  "D"  is  the  amount  of the
distribution,  and "R" is the ratio of the account  balance at the relevant time
to the account balance after distribution.

                                   ARTICLE 6.
                          CODE SECTION 415 LIMITATIONS

     6.1 MAXIMUM  ANNUAL  ADDITION.  The maximum  Annual  Addition as defined in
paragraph (c) below made to a Participant's  various  accounts  maintained under
the Plan for any  Limitation  Year beginning  after December 31, 1986,  will not
exceed the lesser of the Dollar  Limitation  set forth in Section  6.1(a) or the
Compensation Limitation set forth in Section 6.1(b), as follows:

                  (a) Dollar Limitation: The Dollar Limitation is Thirty
     Thousand Dollars ($30,000.00) as annually adjusted by the Secretary of
         the Treasury pursuant to Code ss. 415(d).

     (b)  Compensation  Limitation:  The  Compensation  Limitation  is  equal to
twenty-five percent (25%) of the Participant's  Section 415 Compensation for the
Limitation  Year. This limitation  will not apply to any  contribution  made for
medical benefits within the meaning of Code ss. 419A(f)(2) after separation from
service  which is  otherwise  treated  as an Annual  Addition  or to any  amount
treated as an Annual Addition under Code ss. 415(l)(1).

     (c)  Annual  Additions:  The term  Annual  Additions  means  the sum of the
following  amounts credited to a Participant's  Account for the Limitation Year:
(1) Employer  Contributions;  (2) Employee Contributions;  (3) Forfeitures;  (4)
amounts  allocated after March 31, 1984, to an individual  medical  account,  as
defined  in Code ss.  415(l)(2),  which is part of a  pension  or  annuity  plan
maintained by the Employer;  and (5) amounts derived from  contributions paid or
accrued  after  December  31,  1985,  in taxable  years  ending after such date,
attributable  to  post-retirement  medical  benefits,  allocated to the separate
account of a key employee,  as defined in Code ss.  419A(d)(3),  under a welfare
fund, as defined in Code ss. 419(e), maintained by the Employer. A Participant's
Annual  Additions  do  not  include  his  or  her  rollovers,  loan  repayments,
repayments  of prior Plan  distributions  or prior  distributions  of  mandatory
contributions, direct transfers of contributions from another plan to this Plan,
deductible  contributions  to a simplified  employee  pension plan, or voluntary
deductible contributions.

     6.2 ADJUSTMENTS TO MAXIMUM ANNUAL  ADDITION.  In applying the limitation on
Annual  Additions  set forth in Section 6.1, the following  adjustments  must be
made to the limitation:

     (a) Short  Limitation  Year: In a Limitation  Year of less than twelve (12)
months,  the Defined  Contribution  Dollar  Limitation in Section 6.1(a) will be
adjusted by  multiplying  it by the ratio that the number of months in the short
Limitation Year bears to twelve (12).

     (b) Plans With Different  Anniversary Dates: If a Participant  participates
in multiple  defined  contribution  plans  sponsored by the Employer  which have
different  Anniversary  Dates,  the maximum Annual Addition in this Plan for the
Limitation  Year  will  be  reduced  by the  Annual  Additions  credited  to the
Participant's  accounts  in  the  other  defined  contribution  plans  for  such
Limitation Year.

     (c) Plans With The Same Anniversary Date: If a Participant  participates in
multiple  defined  contribution  plans  sponsored by the Employer which have the
same Anniversary  Date, (1) if only one of the plans is subject to Code ss. 412,
Annual  Additions  will first be credited to the  Participant's  accounts in the
plan  subject;  and (2) if none of the plans are  subject to Code ss.  412,  the
maximum Annual Addition in this Plan for a given  Limitation Year will equal the
product of the maximum Annual  Addition for such Limitation Year minus any other
Annual Additions previously credited to the Participant's account, multiplied by
the ratio the  Annual  Additions  which  would be  credited  to a  Participant's
accounts hereunder without regard to the limitations in Section 6.1 bears to the
Annual Additions for all plans described in this paragraph.

     6.3  MULTIPLE  PLANS AND  MULTIPLE  EMPLOYERS.  All defined  benefit  plans
(whether  terminated  or not) of the Employer will be treated as one (1) defined
benefit plan, and all defined  contribution plans (whether terminated or not) of
the Employer will be treated as one (1) defined  contribution plan. In addition,
all Affiliated Employers will be considered a single employer.

     6.4 MULTIPLE PLAN  REDUCTION.  For Plan Years  beginning  before January 1,
2000,  if  an  Employee  is,  or  has  been,  a  Participant   in  one  or  more
Employer-sponsored  defined benefit plans and in one or more  Employer-sponsored
defined contribution plans, the sum of the defined benefit plan fraction and the
defined  contribution  plan fraction for any Limitation Year may not exceed 1.0,
determined in accordance with the following provisions:

     (a) Defined  Benefit  Fraction:  The defined  benefit  fraction  has as its
numerator the Participant's Projected Annual Benefits determined as of the close
of the  Limitation  Year and has as its  denominator  the lesser of one  hundred
twenty-five  percent (125%) of the dollar  limitation  for the  Limitation  Year
determined  under Code ss. 415(b) and ss.  415(d),  or one hundred forty percent
(140%) of the amount which may be taken into account under Code ss. 415(b)(1)(B)
for such Limitation Year. However,  with respect to anyone who was a Participant
as of the first day of the first  Limitation  Year beginning  after December 31,
1987, in one or more defined benefit plans maintained by the Employer which were
in existence on May 6, 1986,  the  denominator of the defined  benefit  fraction
will not be less than one  hundred  twenty-five  percent  (125%) of the  Current
Accrued Benefit.

     (b)  Definitions:  The term  Projected  Annual  Benefits  means the  annual
benefits  payable to a  Participant  under all defined  benefit  plans  (whether
terminated  or  not)  of  the  Employer  as  determined   under  regulation  ss.
1.415-7(b)(3);  and the  term  Current  Accrued  Benefit  means a  Participant's
accrued benefit under a defined  benefit plan,  determined as if the Participant
had separated from service as of the close of the last Limitation Year beginning
before  January 1, 1987,  when expressed as an annual benefit within the meaning
of Code ss. 415(b)(2).  In determining a Participant's  Current Accrued Benefit,
the Administrator  will disregard any changes in the terms and conditions of the
Plan after May 5, 1986, and any cost of living adjustment occurring after May 5,
1986.  The Current  Accrued  Benefit will only be used as set forth above if the
defined  benefit  plans   individually  and  in  the  aggregate   satisfied  the
requirements of Code ss. 415 for all Limitation  Years beginning  before January
1, 1987.

     (c) Defined Contribution Fraction: The defined contribution fraction has as
its numerator the sum of the Annual Additions to the Participant's Account under
all the defined contribution plans (whether terminated or not) maintained by the
Employer  for the  current  Limitation  Year  and  all  prior  Limitation  Years
(including the Annual Additions attributable to the Participant's non-deductible
contributions  to  all  Employer  maintained  defined  benefit  plans,   whether
terminated or not, and the Annual Additions  attributable to all welfare benefit
funds,  as defined in Code ss.  419(e),  and  individual  medical  accounts,  as
defined  in Code  ss.  415(l)(2)  maintained  by the  Employer),  and has as its
denominator the sum of the maximum aggregate amounts for the current  Limitation
Year and all prior  Limitation  Years the  Employee was employed by the Employer
(regardless  of  whether  a  defined  contribution  plan was  maintained  by the
Employer).  The maximum  permissible  aggregate amount in any Limitation Year is
the  lesser  of (1)  one  hundred  twenty-five  percent  (125%)  of  the  dollar
limitation  in  effect  in  Code  ss.  415(c)(1)(A)  for  such  Limitation  Year
determined  without regard to Code ss. 415(c)(6) and adjusted per regulation ss.
1.415-7(d)(1)  and  Notice  83-10,  or  (2)  thirty-five  percent  (35%)  of the
Participant's Section 415 Compensation.

     (d) Transition  Rule For  Denominator:  For defined  contribution  plans in
effect on or before July 1, 1982, the Administrator may elect for any Limitation
Year ending after December 31, 1982,  that the denominator be the product of the
denominator for the Limitation  Year ending in 1982 determined  under the law in
effect for such Limitation Year, multiplied by the Transition Fraction, which is
a fraction  which has as its  numerator the lesser of Fifty-one  Thousand  Eight
Hundred  Seventy-five  Dollars  ($51,875.00)  or 1.4  multiplied by  twenty-five
percent (25%) of the  Participant's  Section 415  Compensation for the Plan Year
ending in 1981,  and  which  has as its  denominator  the  lesser  of  Forty-one
Thousand Five Hundred Dollars  ($41,500.00) or twenty-five  percent (25%) of the
Participant's  Section 415 Compensation for the Plan Year ending in 1981. In any
Top Heavy Limitation Year,  Forty-one Thousand Five Hundred Dollars ($41,500.00)
will be substituted for Fifty-one  Thousand Eight Hundred  Seventy-five  Dollars
($51,875.00)  in determining  the Transition  Fraction  unless the Extra Minimum
Allocation  is being  provided  in Section  3.5. In a Super Top Heavy Plan Year,
Forty-one Thousand Five Hundred Dollars  ($41,500.00) will always be substituted
for Fifty-one Thousand Eight Hundred Seventy-five Dollars ($51,875.00).

     (e) Adjustment Of Fraction:  If an 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 the defined contribution  fraction
will be  adjusted  if the  sum of such  defined  contribution  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 the excess of the
sum of the defined benefit fraction and the defined  contribution  fraction over
1.0 multiplied by the denominator of the defined  contribution  fraction will be
permanently  subtracted from the numerator of the defined contribution fraction.
The adjustment will be calculated  using the fractions as they would be computed
as of the end of the last  Limitation  Year  beginning  before  January 1, 1987,
disregarding  any changes in the terms and conditions of the Plan made after May
5,  1986,  but  using  the Code  ss.  415  limitation  applicable  to the  first
Limitation Year beginning on or after January 1, 1987.

     (f) Top Heavy  Adjustments:  In any Top Heavy  Limitation Year, one hundred
percent (100%) will be substituted for one hundred twenty-five percent (125%) in
paragraphs (a) and (c) unless (1) a seven and one-half percent (7.5%) allocation
is being  provided in Section 3.5, or (2) a Non-Key  Employee is being  provided
with a retirement  benefit  under a defined  benefit plan equal to three percent
(3%) of his or her average  monthly Section 415  Compensation.  In any Super Top
Heavy  Limitation  Year, one hundred  percent (100%) will be substituted for one
hundred  twenty-five  percent  (125%) in any event.  If the one hundred  percent
(100%)  limitation is exceeded for any  Participant in any Limitation  Year, (1)
the  Participant's  accrued  benefit  in the  defined  benefit  plan will not be
increased; (2) no Annual Additions may be credited to the Participant's accounts
under this Plan; and (3) the Participant may not make any contributions, whether
voluntary or mandatory,  to this Plan or any other Employer sponsored  qualified
plan.

     6.5  ADJUSTMENT  FOR  EXCESSIVE  ANNUAL  ADDITIONS.  If  an  allocation  of
Forfeitures or an error in calculating a Participant's  Compensation  causes the
Annual Additions  allocated to such Participant's  Account to exceed the maximum
set forth in Section 6.1, such Participant's Account will be adjusted as follows
to reduce such excess:

     (a)  Return  Of  Elective   Deferrals  And  Employee   Contributions:   The
Administrator will return any Elective  Deferrals and/or Employee  Contributions
(whether  such Employee  Contributions  are  voluntary or  mandatory),  and will
distribute the gains  attributable to those Elective  Deferrals  and/or Employee
Contributions,  to the extent that such return or distribution  would reduce the
excess amount in the Participant's Account.

     (b) Reallocation In The Current Year: After the return of contributions and
the  distribution  of gains specified in paragraph (a) have been made, and prior
to the creation of a Section 415 Suspense  Account as set forth in paragraph (c)
below,  any excess will be  reallocated  in  accordance  with Section 3.2 to all
Participants  who  have not yet  attained  their  maximum  Annual  Addition.  If
necessary, the Administrator will repeat the reallocation until all Participants
have reached their maximum Annual Addition.

     (c) Remaining  Excess: If an excess amount still remains in a Participant's
Account,  then (1) if the  Participant is employed by the Employer at the end of
the Limitation Year, the  Administrator  will hold the excess in the Section 415
Suspense  Account and use it to reduce  Employer  Contributions  (including  any
allocation of  Forfeitures)  for the next  Limitation  Year (and each succeeding
Limitation Year if necessary) for the Participant; and (2) if the Participant is
not employed by the Employer at the end of a Limitation Year, the excess may not
be distributed to the  Participant  but will be held  unallocated in the Section
415 Suspense  Account and will be used to reduce future  Employer  Contributions
(including the allocation of Forfeitures) for all remaining  Participants in the
next Limitation Year and each succeeding Limitation Year if necessary.

     (d) Earnings, Losses And Reallocation:  If the Section 415 Suspense Account
is in existence at any time during a Limitation  Year  pursuant to this Section,
it will not share in the allocation of the earnings or losses of the Trust Fund.
If the  Section  415  Suspense  Account  is in  existence  at any time  during a
particular  Limitation  Year,  all amounts in such account must be allocated and
reallocated to Participants'  Accounts before any Employer  Contributions or any
Employee  Contributions may be made to the Plan for that Limitation Year. Excess
amounts  in  the  Section  415  Suspense  Account  may  not  be  distributed  to
Participants or former Participants.

                                   ARTICLE 7.
                              DUTIES OF THE TRUSTEE

     7.1 APPOINTMENT,  RESIGNATION,  REMOVAL AND SUCCESSION.  The Plan will have
one or more individual  Trustees, a corporate Trustee or any combination thereof
appointed as follows:

     (a) Appointment Of Trustee:  Each Trustee will be appointed by the Employer
and will  serve  until its  successor  has been  named or until  such  Trustee's
resignation,  death,  incapacity,  or removal,  in which event the Employer will
name a successor  Trustee.  The term  Trustee  will include the original and any
successor Trustees.

     (b)  Resignation  Of  Trustee:  A Trustee  may resign at any time by giving
thirty (30) days' written notice in advance to the Employer,  unless such notice
is waived by the  Employer.  The  Employer  may remove a Trustee by giving  such
Trustee thirty (30) days' written notice in advance. Such removal may be with or
without cause.

     (c) Successor Trustee:  Each successor Trustee will succeed to the title to
the Trust by  accepting  his  appointment  in writing and by filing such written
acceptance with the former Trustee and the Employer.  The former  Trustee,  upon
receipt of such  acceptance,  will  execute all  documents  and perform all acts
necessary to vest the Trust Fund's title of record in any successor Trustee.  No
successor Trustee will be personally liable for any act or failure to act of any
predecessor Trustee.

     (d) Merger Of Corporate Trustee: If any corporate Trustee,  before or after
qualification,   changes  its  name,   consolidates   or  merges  with   another
corporation, or otherwise reorganizes,  any resulting corporation which succeeds
to the  fiduciary  business of such Trustee  will become a Trustee  hereunder in
lieu of such corporate Trustee.

     7.2 INVESTMENT  ALTERNATIVES OF THE TRUSTEE. The Trustees will implement an
investment  program  based  on the  Employer's  investment  objectives  and  the
Employee Retirement Income Security Act. In addition to powers given by law, the
Trustees  may engage in the  following  investment  activities  on behalf of the
Trust:

     (a)  Property:  Invest  in any  form  of  property,  including  common  and
preferred   stocks,   exchange  covered  call  options,   bonds,   money  market
instruments,  mutual funds, savings accounts,  certificates of deposit, Treasury
bills, or in any other property, real or personal, foreign or domestic, having a
ready market  including  securities  issued by an  institutional  Trustee and/or
affiliate of the  institutional  Trustee.  The Trustee may invest on margin.  An
institutional  Trustee may invest in its own  deposits if they bear a reasonable
interest  rate. The Trustee may retain,  manage,  operate,  repair,  improve and
mortgage  or lease for any  period  on such  terms as it deems  proper  any real
estate or personal property held by the Trustee, including the power to demolish
any  building or other  improvements.  The Trustee may erect  buildings or other
improvements,  make  leases  that  extend  beyond  the term of this  Trust,  and
foreclose,  extend,  renew,  assign,  release or partially release and discharge
mortgages or other liens.

     (b) Pooled Funds:  Transfer any assets to a collective trust established to
permit the  pooling  of funds of  separate  pension  and  profit-sharing  trusts
provided  the Internal  Revenue  Service has ruled such  collective  trust to be
qualified  under  Code ss.  401(a)  and  exempt  under  Code ss.  501(a) (or the
applicable  corresponding  provision  of any other  Revenue Act) or to any other
common,  collective, or commingled trust fund which has been or may hereafter be
established and maintained by the Trustee and/or  affiliates of an institutional
Trustee.  Such  commingling of assets of the Fund with assets of other qualified
trusts is  specifically  authorized,  and to the extent of the investment of the
Trust  Fund in such a group or  collective  trust,  the terms of the  instrument
establishing  the group or collective  trust will be a part hereof as though set
forth herein.

     (c) Employer Stock:  Invest in the common stock, debt  obligations,  or any
other security  issued by the Employer or by an affiliate of the Employer within
the limitations provided under Sections 406, 407, and 408 of ERISA provided that
such  investment  does not  constitute a prohibited  transaction  under Code ss.
4975.  Any such  investment  will only be made  upon  written  direction  of the
Employer who will be solely responsible for the propriety of such investment.

     (d) Cash Reserves: Retain as much cash as the Trustee may deem advisable to
satisfy  the  liquidity  needs of the Plan and to  deposit  any cash held in the
Trust Fund in a bank account without  liability for the highest rate of interest
available.  If a bank is acting as Trustee,  such Trustee is specifically  given
authority to invest in deposits of such Trustee.  The Trustee may also hold cash
uninvested  at any  time and from  time to time  and in such  amount  or to such
extent as the Trustee deems prudent,  and the Trustee will not be liable for any
losses which may be incurred as the result of the failure to invest same, except
to the extent provided herein or in ERISA.

     (e)    Reorganizations:    Join   in   or   oppose   the    reorganization,
recapitalization,  consolidation,  sale, or merger of corporations or properties
upon terms the Trustee deems wise.

     (f)  Registration of Securities:  Cause any securities or other property to
be registered in the Trustee's own name or in the name of the Trustee's  nominee
or nominees, and may hold any investments in bearer form, but the records of the
Trustee will at all times show all such investments as part of the Trust Fund.

     (g) Proxies:  Vote proxies or pass them on to any investment  manager which
may have directed the investment in the equity giving rise to the proxy.

     (h) Ownership  Rights:  Exercise all  ownership  rights with respect to any
Trust assets.

     (i) Other Investments: Accept and retain for such time as the Trustee deems
advisable  securities or other property  received or acquired as Trustee even if
such  securities  or property  would  normally not be  purchased as  investments
hereunder.

     (j) Key Man Insurance:  The Trustee, with the consent of the Administrator,
may purchase  Policies on the life of any Participant whose employment is deemed
to be key to the  Employer's  financial  success.  Such key man Policies will be
deemed to be an  investment  of the Trust  Fund and will be payable to the Trust
Fund as the  beneficiary  thereof.  The Trustee may  exercise any and all rights
granted under such Policies.  Neither the Trustee, Employer,  Administrator,  or
any  Fiduciary  will be  responsible  for the validity of any such Policy or the
failure of any  insurer to make  payments  thereunder,  or for the action of any
person which may delay  payment or render a Policy void in whole or in part.  No
insurer will be deemed a party to this Plan for any purpose or to be responsible
for a Policy's  validity;  nor will it be required to look into the terms of the
Plan nor to question any action of the Trustee.  The  obligations of the insurer
will be determined solely by the Policy's terms and any other written agreements
between it and the Trustee.

     (k)  Litigation:  Begin,  maintain,  or defend any litigation  necessary in
connection with the administration of the Plan, except that the Trustee will not
be obliged or required to do so unless indemnified to its satisfaction.

     (l)  Loans To The  Trust:  Borrow  money for  purposes  of the Plan in such
amounts, and upon such terms and conditions, as the Trustee deems advisable; and
for any sum so borrowed, the Trustee may issue a promissory note as Trustee, and
secure  repayment of the loan by pledging all, or any part, of the Trust Fund as
collateral.  No person  lending money to the Trustee will be bound to see to the
application  of the money lent or to inquire  into the  validity or propriety of
any borrowing.

     (m) Agreements  With Banks:  With the consent of the Employer and upon such
terms as the Trustee in his discretion deems necessary,  enter into an agreement
with a bank or trust  company  providing  for the  deposit of all or part of the
funds  and  property  of the  Trust  with  such  bank or trust  company;  or the
appointment  of such  bank or trust  company  as the agent or  custodian  of the
Trustees  for  investment  purposes,  with  such  discretion  in  investing  and
reinvesting as the Trustee deems necessary to delegate.

     (n) Claims, Debts or Damages: Settle,  compromise, or submit to arbitration
any claims, debts, or damages due or owing to or from the Plan.

     (o) Miscellaneous:  Do all such acts and exercise all such rights, although
not specifically  mentioned  herein, as the Trustee deems necessary to carry out
the purposes of the Plan.  The Trustee will not be  restricted  to securities or
other property of the character expressly authorized by applicable law for trust
investments,  subject to the requirement  that the Trustee  discharge his duties
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 similar  character and with
similar  aims by  diversifying  the  investments  to minimize the risks of large
losses unless under the circumstances it is clearly prudent not to do so.

     7.3 VALUATION OF THE TRUST FUND. On each  Valuation  Date, the Trustee will
determine the net worth of the Trust Fund.  The value of marketable  investments
will be determined  using the most recent price quoted on a national  securities
exchange or  over-the-counter  market.  The value of non-marketable  investments
will  be  determined  in the  sole  judgement  of the  Trustees.  The  value  of
securities  or  obligations  of the Employer in which there is no market will be
determined in the sole judgement of the Employer,  and the Trustees will have no
responsibility with respect to the such valuation.

     7.4 COMPENSATION AND EXPENSES.  The Trustee,  either from the Trust Fund or
Employer,  will be  reimbursed  for its  expenses  and  will be paid  reasonable
compensation  as agreed  upon with the  Employer;  but no  person  who  receives
full-time  pay from the Employer  will receive any fees for services to the Plan
as  Trustee or in any other  capacity.  Expenses  will be paid by each  Adopting
Employer in the ratio that each Adopting Employer's Participants' Accounts bears
to the total of all Participants' Accounts.

     7.5 PAYMENTS  FROM THE TRUST FUND.  The Trustee will pay benefits and other
payments as the Administrator directs, and except as provided by ERISA, will not
be  responsible  for  the  propriety  of  such  payments.  Payments  made  to  a
Participant or his or her legal representative or Beneficiary as provided in the
Plan will, to the extent thereof,  be in full satisfaction of all claims arising
against the Trust, the Trustee,  the Employer,  and the Administrator.  Any such
payment or distribution  is contingent on the recipient  executing a receipt and
release acceptable to the Trustee, Administrator, or Employer.

     7.6 PAYMENT OF TAXES. The Trustee will pay all taxes which may be levied or
assessed  upon or in  respect  of the Trust  Fund or upon or in  respect  of any
money,  property or securities forming a part of the Trust Fund. The Trustee may
withhold from  distributions to any payee such sum as the Trustee may reasonably
estimate as necessary to cover federal and state taxes for which the Trustee may
be  liable,   which  are,  or  may  be,  assessed  with  regard  to  the  amount
distributable  to such  payee.  Prior to making any  payment,  the  Trustee  may
require such releases or other  documents  from any lawful taxing  authority and
may require such  indemnity  from any payee or  distributee as the Trustee deems
necessary.

     7.7 ACCOUNTS,  RECORDS AND REPORTS.  The Trustee will keep accurate records
reflecting  its  administration  of the Trust  Fund and will  make such  records
available to the Employer for review and audit.  At the request of the Employer,
the  Trustee  will,  within  ninety  (90)  days of such  request,  file with the
Employer  an  accounting  of its  administration  of the Trust Fund  during such
period or periods as the  Employer  determines.  The  Employer  will  review the
accounting  and  notify the  Trustee  within  ninety  (90) days if the report is
disapproved,  providing the Trustee with a written  description  of the items in
question.  The Trustees will have sixty (60) days to provide the Employer with a
written explanation of the items in question.  If the Employer again disapproves
of the report,  the Trustee  will file its  accounting  in a court of  competent
jurisdiction for audit and adjudication.

     7.8  EMPLOYMENT OF AGENTS AND COUNSEL.  The Trustee may employ such agents,
counsel,  consultants,  or service  companies as it deems  necessary and may pay
their reasonable  expenses and compensation.  The Trustee will not be liable for
any action taken or omitted by the Trustee in good faith  pursuant to the advice
of such agents and counsel.  Any agent,  counsel,  consultant,  service  company
and/or its successors will exercise no discretionary  authority over investments
or the  disposition  of Trust  assets,  and their  services  and duties  will be
ministerial  only and will be to provide the Plan with those things  required by
law or by the Plan  without in any way  exercising  any  fiduciary  authority or
responsibility under the Plan. The duties of a third party administrator will be
to safe-keep  the  individual  records for all  Participants  and to prepare all
required  actuarial  services and disclosure  forms under the supervision of the
Administrator  and any Fiduciaries of the Plan. It is expressly  stated that the
third party  administrator's  services are only  ministerial  in nature and that
under  no  circumstances  will  such  third  party  administrator  exercise  any
discretionary  authority  over  Plan  Participants,  Plan  investments,  or Plan
benefits.

     7.9 DIVISION OF DUTIES AND INDEMNIFICATION.  The division of duties and the
indemnification  of the Trustees of this Plan will be governed by the  following
provisions:

     (a) No Guarantee  Against  Loss:  The Trustees  will have the  authority to
manage and control the Trust Fund to the extent provided in this instrument, but
do not  guarantee  the  Trust  Fund in any  manner  against  investment  loss or
depreciation in asset value, or guarantee the adequacy of the Trust Fund to meet
and  discharge  all or any  liabilities  of the Plan.  The Trustees  will not be
liable for the making,  retention or sale of any investment or reinvestment made
by it, as herein  provided,  or for any loss to or diminution of the Trust Fund,
or for any other  loss or damage  which may  result  from the  discharge  of its
duties  hereunder,  except to the extent it is  judicially  determined  that the
Trustees have failed to exercise the care,  skill,  prudence and diligence under
the  circumstances  then  prevailing  that a  prudent  person  acting  in a like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of a like character.

     (b)  Representations  Of The  Employer:  The  Employer  warrants  that  all
directions  issued to the  Trustees by it or the Plan  Administrator  will be in
accordance  with the terms of the Plan and not contrary to the provisions of the
Employee  Retirement  Income  Security  Act of 1974 and the  regulations  issued
thereunder.

     (c)  Directions By Others:  Trustees will not be answerable  for any action
taken pursuant to any direction,  consent, certificate, or other document on the
belief that the same is genuine and signed by the proper person.  All directions
by the Employer,  a Participant,  or the Plan  Administrator will be in writing.
The Plan Administrator will deliver to the Trustees certificates  evidencing the
individual  or  individuals  authorized  to act as the  Administrator  and  will
deliver to the Trustees specimens of their signatures.

     (d) Duties And Obligations  Limited By The Plan: The duties and obligations
of the Trustees will be limited to those expressly  imposed upon it by this Plan
or subsequently  agreed upon by the parties.  Responsibility  for administrative
duties  required under the Plan or applicable law not expressly  imposed upon or
agreed to by the  Trustees,  will rest  solely  with the  Employer  and with the
Administrator.

     (e)  Indemnification:  The  Trustees  will be  indemnified  by the Employer
against all  liability  to which the Trustees may be  subjected,  including  all
expenses  reasonably  incurred in its defense,  for any action or failure to act
resulting  from  compliance  with the  Employer's  instructions,  the Employer's
employees or agents, the Administrator,  or any other Fiduciary to the Plan, and
for any liability  arising from the actions or  non-actions  of any  predecessor
Trustees or Fiduciary or other Fiduciaries of the Plan.

     (f) Trustees Not Responsible For Application Of Payments: The Trustees will
not be responsible in any way for the application of any payments it is directed
to make or for the  adequacy  of the  Fund  to meet  and  discharge  any and all
liabilities under the Plan.

     (g) Multiple Trustees: If more than one (1) Trustee is appointed,  all acts
and/or  transactions  taken on behalf  of the  Trust can only be taken  with the
consent of a majority  of the  Trustees  unless the  Trustees  have  agreed by a
majority of their number that a particular act and/or  transaction  can be taken
or approved by a single Trustee.

     (h)  Limitation Of Liability:  No Trustee will be liable for the act of any
other Trustee or Fiduciary unless the Trustee has knowledge of such act.

     (i)  Trustees  As  Participants  Or  Beneficiaries:  Trustees  will  not be
prevented  from  receiving  any  benefits  to  which  they  may be  entitled  as
Participants or  Beneficiaries in the Plan, so long as the benefits are computed
and paid on a basis which is consistent with the terms of the Plan as applied to
all other Participants and Beneficiaries.

     (j) No Self-Dealing By Trustees:  The Trustees will not deal with the Trust
Fund in their own interest or for their own account;  act in their individual or
in any other capacity in any transaction involving the Trust Fund on behalf of a
party, or represent a party, whose interests are adverse to the interests of the
Plan,  or to the  interests of its  Participants  or  Beneficiaries;  or receive
consideration  for their own personal  accounts  from any party dealing with the
Plan in connection with a transaction involving assets of the Trust Fund.

     7.10  APPOINTMENT  OF  INVESTMENT  MANAGER.  The  Trustee  may  appoint  an
Investment Manager to manage and control the investment of all or any portion of
the Trust Fund.  Each  Investment  Manager will be either an investment  advisor
registered under the Investment  Advisors Act of 1940; a bank as defined in that
Act; or an  insurance  company  qualified  to manage,  acquire or dispose of any
asset of the Trust under the laws of more than one state. An Investment  Manager
will acknowledge in writing that it is a Fiduciary of the Plan. The Trustee will
enter into an agreement  with the Investment  Manager  specifying the duties and
compensation  of the Investment  Manager and further  specifying any other terms
and conditions under which the Investment Manager will be retained.  The Trustee
will not be liable for any act or omission of an  Investment  Manager,  and will
not be liable for following the advice of an Investment  Manager with respect to
any duties delegated by the Trustee to the Investment Manager.  The Trustee will
have the power to determine the portion of the Plan's assets to be invested by a
designated  Investment  Manager  and  to  establish  investment  objectives  and
guidelines for the Investment Manager to follow.

     7.11  ASSIGNMENT  AND  ALIENATION  OF BENEFITS.  Except as may otherwise be
permitted under Code ss. 401(a)(13)(C), or as may otherwise be permitted under a
Qualified  Domestic  Relations  Order as  provided  in  Section  8.6,  or as may
otherwise be permitted under Section 7.15 relating to loans to Participants,  no
right or claim to, or interest  in, any part of the Trust  Fund,  or any payment
therefrom,  will be  assignable,  transferable,  or subject  to sale,  mortgage,
pledge,  hypothecation,   commutation,  anticipation,  garnishment,  attachment,
execution,  or levy of any kind, and the Trustees will not recognize any attempt
to assign, transfer, sell, mortgage, pledge, hypothecate, commute, or anticipate
the same, except to the extent required by law.

     7.12 EXCLUSIVE BENEFIT RULE. All  contributions  made by the Employer or an
Affiliated  Employer will be used for the exclusive  benefit of the Participants
who are  Employees  thereof and for  Beneficiaries  and will not be used for nor
diverted to any other purpose except the payment of the costs of maintaining the
Plan. All  contributions  made by an Adopting  Employer who is not an Affiliated
Employer  will be used for the  exclusive  benefit of the  Participants  who are
Employees of the Adopting  Employer and for their  Beneficiaries and will not be
used for nor  diverted to any other  purpose  except the payment of the Adopting
Employers' proportionate costs of maintaining the Plan pursuant to Section 7.4.

     7.13 PURCHASE  OF INSURANCE.  The purchase of insurance Policies on the
life of a Participant, other than key man insurance under Section 7.2(j), is not
currently permitted in this Plan.

     7.14 LOANS TO PARTICIPANTS.  The Employer, in accordance with a written
loan  procedure  established  by the  Employer,  may permit  loans to be made to
Participants and Beneficiaries on a non-discriminatory basis. If made available,
a  Participant  or  Beneficiary  may  make  application  to  the   Administrator
requesting  a loan.  The  Administrator  will have the sole  right to approve or
disapprove  the  application  provided that loans will be made  available to all
Participants on a reasonably  equivalent basis. All loans must be evidenced by a
legally  enforceable  agreement  (which may include more than one  document) set
forth in  writing  or in such  other  form as may be  approved  by the  Internal
Revenue  Service,  and the terms of such  agreement  must specify the amount and
term of the loan, and the repayment  schedule.  Loans will not be made available
to Highly  Compensated  Employees  in an amount  greater  than the  amount  made
available to other  Employees,  and no loan will be made to a Participant who is
an Owner-Employee or a Shareholder-Employee  except to the extent that such loan
is treated as a prohibited  transaction under Code ss. 4975. Subject to the loan
procedure, loans will be made in accordance with the following provisions:

     (a) Minimum Loan And Maximum  Loan:  No loan will be less than One Thousand
Dollars ($1,000.00) or, when added to the outstanding balance of all other loans
to the  Participant,  will  exceed  the  lesser  of (1) Fifty  Thousand  Dollars
($50,000.00)  reduced  by the  excess,  if  any,  of the  Participant's  highest
outstanding  balance of loans  during the one (1) year period  ending on the day
before the loan was made, over the Participant's outstanding balance of loans on
the day the loan was made;  or (2) one-half  (1/2) of the  Participant's  Vested
Aggregate Account.

     (b) Aggregation Of Loans:  For purposes of the limitations in paragraph (a)
above, all loans from all plans of the Employer and Affiliated Employers will be
aggregated.  An assignment or pledge of any portion of the Participant's  Vested
Aggregate Account balance, and a loan, pledge, or assignment with respect to any
insurance  contract  purchased  under the Plan,  will be treated as a loan under
this Section.

     (c) Loans Must Bear Reasonable  Interest:  Any loan granted  hereunder must
bear interest at a rate reasonable at the time of  application,  considering the
purpose of the loan and the rate  being  charged  by  representative  commercial
banks in the local area for a similar loan, unless the Administrator  sets forth
a different  method for  determining  loan interest rates in its loan procedures
such as using the prime rate or some other  rate  based on the prime  rate.  The
loan  agreement  will also provide for the payment of principal and interest not
less than  quarterly.  The  interest  earned  by the  Trust on any loan  granted
hereunder will be credited directly to the individual Participant's Account.

     (d) Loans Must Be Secured:  If a Participant's loan application is approved
by the  Administrator,  such  Participant  will be required to execute a note, a
loan  agreement  and an  assignment  of his or her Vested  Aggregate  Account as
collateral for the loan.

     (e) Terms Of  Repayment:  The term of a loan will not exceed five (5) years
except in the case of a loan used to acquire any house, apartment,  condominium,
or mobile  home (not used on a transient  basis)  which is used or is to be used
within a reasonable time as the principal residence of the Participant. The term
of a loan will be determined by the Administrator considering the maturity dates
quoted by representative  commercial banks in the local area for a similar loan.
Notwithstanding  the foregoing,  loans made prior to January 1, 1987,  which are
used to  acquire,  construct,  reconstruct  or  substantially  rehabilitate  any
dwelling  unit  which,  within  a  reasonable  period  of  time  is to  be  used
(determined  at the  time the loan is  made)  as a  principal  residence  of the
Participant  or a member of his or her  family  within  the  meaning of Code ss.
267(c)(4) may provide for periodic  repayment  over a reasonable  period of time
that may  exceed  five (5) years.  Additionally,  loans made prior to January 1,
1987,  may provide for periodic  payments  which are made less  frequently  than
quarterly  and  which  do not  necessarily  result  in level  amortization.  The
Administrator  may  allow  a  grace  period  for  the  making  of  any  required
installment  payment,  but any such period  cannot extend beyond the last day of
the  calendar  quarter  following  the  calendar  quarter in which the  required
installment was due.

     (f) Suspension Of Installment  Payments:  Loan installment  payments may be
suspended as permitted  under Code ss.  414(u)(4)  effective  December 12, 1994.
Installment  payments may also be suspended for a period not longer than one (1)
year in which the Participant is on a leave of absence, either without pay or at
a rate of pay (after income and  employment tax  withholding)  that is less than
the amount of the required installment  payments.  However, even if payments are
suspended due to a leave of absence, the loan must still be repaid by the latest
date  permitted  under the original terms of the loan and the payments due after
the leave ends (or, if  earlier,  after the first year of the leave) must not be
less than those required under the original terms of the loan.

     (g)  Loans  Limited  To  Financial  Hardship:  Loans  can only be made to a
Participant who is suffering a financial  hardship,  which means the Participant
has an  immediate  and heavy  financial  need and lacks  available  resources to
satisfy that need.  For purposes of this  Section,  the  following  are the only
financial needs considered  immediate and heavy: (1) medical expenses within the
meaning of Code ss. 213(d) that are incurred by the  Participant,  his spouse or
his  children;  (2) the purchase  (excluding  mortgage  payments) of a principal
residence for the  Participant;  (3) payment of tuition and related  educational
fees for the  next  twelve  (12)  months  of  post-secondary  education  for the
Participant, his spouse or his children; or (4) the need to prevent the eviction
of the Participant  from his principal  residence or foreclosure on the mortgage
of his principal residence.

     (h) Repayment Of Loan Before  Distribution Of Benefit: If a Participant has
received  a loan  from  the  Plan  and  the  Participant  or  the  Participant's
Beneficiary  is  entitled  to a payment  from the Trust Fund  before the loan is
repaid in full, the Trustee will offset at the time of  distribution  the unpaid
loan balance (including accrued interest) from the total amount otherwise due to
the  Participant or  Beneficiary.  Notwithstanding  any other  provision of this
Plan, the portion of a Participant's Vested Aggregate Account used as a security
interest for a loan will be taken into account for purposes of  determining  the
amount  of the  Vested  Aggregate  Account  payable  at the  time  of  death  or
distribution,  but only if the  reduction is used as a repayment of the loan. If
less than one hundred percent (100%) of a Participant's Vested Aggregate Account
(determined   without  regard  to  the  preceding  sentence)  is  payable  to  a
Participant's  surviving  spouse,  then such Vested  Aggregate  Account  will be
adjusted by first  reducing  the Vested  Aggregate  Account by the amount of the
security used as repayment of the loan, and then determining the benefit payable
to the surviving spouse.

     (i) Immediate  Repayment:  A Participant's loan will become immediately due
and payable if the Participant  fails to make principal and/or interest payments
for two successive  calendar  quarters.  In such event, the  Administrator  will
reduce the Participant's Vested Aggregate Account by the remaining principal and
interest of the loan, and such reduction will constitute a  distributable  event
(to the extent of the  reduction)  under the Plan. If the  Participant's  Vested
Aggregate  Account  is less than the amount  due,  the  Administrator  will take
whatever steps are necessary to collect the balance due.

     7.15  DIRECTED  INVESTMENT  ACCOUNTS.  If  agreed  to by the  Trustees  and
approved by the  Employer,  Participants  will be given the option to direct the
investment of all or a portion of their Participant's  Account (and any Rollover
Contributions  and  Voluntary  Employee   Contributions)  into  a  directed,  or
segregated  investment  selected  by  the  Participant;   or  among  alternative
investment  funds  established  as part of the overall  Fund.  Such  alternative
investment  funds  will be  under  the full  control  of the  management  of the
Trustees.  Alternatively,  if  investments  outside  the  Trustees'  control are
allowed,  Participants  may not direct that investments be made in collectibles,
other  than  U.S.  Government  gold and  silver  coins.  In this  connection,  a
Participant's  right  to  direct  the  investment  of his or  her  own  Rollover
Contributions  and  Voluntary  Employee  Contributions  will  apply  only to the
selection  of  the  desired  fund.  The  following   rules  will  apply  to  the
administration  of such funds and to the  handling of  Participants'  investment
directions:

     (a)  Investment  Form:  Eligible  Participants  will complete an investment
designation  form stating the  percentage to be invested in or transferred to or
from the  available  funds.  A  Participant  may  change  his or her  investment
election by filing a new  investment  designation  form with the Employer or the
Employer's  designee.  Such change will be effective no later than the first day
of the  next  Election  Period.  Election  Periods  will be  established  at the
discretion of the Employer but in any event will occur no less  frequently  than
once in every twelve (12) month period or, at the discretion of the Employer and
the  Trustee,  once in every three (3) month or six (6) month  period or at such
other more  frequent  time which is  uniformly  available as  determined  by the
Employer and the Trustee.

     (b) Transfers  Between  Funds:  A Participant  may elect to transfer all or
part of his or her  balance  from one  investment  fund to  another by filing an
investment  designation  form with the Employer or with the Employer's  designee
within a reasonable administrative period prior to the next Election Period. The
funds will be transferred  by the Trustee or the Employer's  designee as soon as
practicable prior to, or by the start of, the new Election Period. Telephone and
other  electronic fund transfers will be permitted under uniform  administrative
procedures approved by the Trustee.

     (c)  Administrator  Responsibility:  The  Plan  Administrator  or the  Plan
Administrator's  designee will be  responsible  when  transmitting  Employer and
Employee  Contributions  to  show  the  dollar  amount  to be  credited  to each
investment fund for each Participant.

     (d) No  Administrator  Liability:  Except  as  otherwise  provided  herein,
neither the Trustee, nor the Employer,  nor any Plan fiduciary will be liable to
the Participant or his or her  Beneficiaries  for any loss resulting from action
taken at the direction of the Participant.

     (e) Adoption Of Procedures: All investment designations by Participants are
to be made in accordance  with such procedures as the Employer may adopt. At the
discretion  of the  Employer  and the  Trustees,  such  procedures  will  permit
sufficient selection among investment  alternatives to satisfy the provisions of
DOL regulation ss. 2550.404(c)-1.

                                   ARTICLE 8.
                           DUTIES OF THE ADMINISTRATOR

     8.1 APPOINTMENT,  RESIGNATION,  REMOVAL AND SUCCESSION.  Each Administrator
appointed by the Employer will continue until his or her death, resignation,  or
removal by the Employer,  and any Administrator may resign by giving thirty (30)
days' written notice to the Employer.  If an Administrator  dies, resigns, or is
removed,  his or her  successor  will be appointed as promptly as possible,  and
such  appointment  will become  effective upon its acceptance in writing by such
successor.   Pending  the   appointment   and   acceptance   of  any   successor
Administrator,  any acting or  remaining  Administrator  will have full power to
act.

     8.2 POWERS AND  DUTIES OF THE  ADMINISTRATOR.  The powers and duties of the
Administrator  will include the following:  (a) appointing the Plan's  attorney,
accountant,  actuary,  or any other party  needed to  administer  the Plan;  (b)
directing  the  Trustees  with  respect to  payments  from the Trust  Fund;  (c)
communicating  with Employees  regarding their  participation and benefits under
the Plan, including the administration of all claims procedures;  (d) filing any
returns and reports with the Internal Revenue  Service,  Department of Labor, or
any other  governmental  agency;  (e)  reviewing  and  approving  any  financial
reports,  investment  reviews,  or other reports prepared by any party under (a)
above;  (f) establishing a funding policy and investment  objectives  consistent
with the purposes of the Plan and the Employee Retirement Income Security Act of
1974; and (g) construing and resolving any question of Plan interpretation.  The
Administrator's  interpretation  of Plan provisions,  including  eligibility and
benefits,  is final,  and unless it can be shown to be arbitrary and  capricious
will  not  be  subject  to  "de  novo"  review.   If  there  is  more  than  one
Administrator,  the Administrators may delegate specific  responsibilities among
themselves,  including  the authority to execute  documents  unless the Employer
revokes such delegation. The Employer and Trustee will be notified in writing of
any such  delegation of  responsibilities,  and the Trustee  thereafter may rely
upon any documents executed by the appropriate Administrator.

     8.3 EMPLOYMENT OF AGENTS AND COUNSEL.  The  Administrator  may appoint such
actuaries,  accountants,  custodians,  counsel, agents,  consultants,  and other
persons deemed necessary or desirable in connection with the  administration and
operation of the Plan.  The actions of any such third parties will be subject to
the limitations  described in Section 7.8 of the Plan; and no such third parties
will be  given  any  authority  or  discretion  concerning  the  management  and
operation of the Plan that would cause them to become Fiduciaries of the Plan.

     8.4  COMPENSATION  AND  EXPENSES.   The   Administrator  may  receive  such
compensation as agreed upon between the Employer and the Administrator,  but any
person who already receives  full-time pay from the Employer may not receive any
fees for services to the Plan as  Administrator  or in any other  capacity.  The
Employer will pay all reasonable  expenses  incurred by the Administrator in the
performance  of its duties.  If the  Employer  fails to pay such  expenses,  the
Trustee will reimburse the Administrator out of the Trust Fund. Expenses will be
paid by each  Adopting  Employer  in the  ratio  that each  Adopting  Employer's
Participants' Accounts bears to the total of all the Participants' Accounts.

     8.5 CLAIMS PROCEDURES. Upon retirement, death, Disability or Termination of
Employment,  the Participant or  representative of such Participant may apply to
the Administrator  requesting payment of benefits due and the manner of payment,
in accordance with the following:

     (a) Automatic  Payment If No  Application  Is Made: If no  application  for
benefits is made and no  cash-out of benefits  occurs  under  Section  5.5,  the
Administrator will automatically pay a Participant's Vested Aggregate Account in
the form that does not require spousal consent no later than the time prescribed
in Section 5.10.

     (b)  Denial  Of  Claim:  If  an  application  for  benefits  is  made,  the
Administrator  will accept,  reject,  or modify such request and will notify the
Participant in writing  setting forth the  Administrator's  response and, in the
case of a denial or modification,  the Administrator will (1) state the specific
reason or reasons for the denial,  (2) provide  specific  reference to pertinent
Plan  provisions on which the denial is based,  (3) provide a description of any
additional  material  or  information  necessary  for  the  Participant  or  his
representative  to perfect the claim and an  explanation of why such material or
information is necessary,  and (4) explain the Plan's claim review  procedure as
contained herein.

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

     8.6 QUALIFIED   DOMESTIC   RELATIONS  ORDERS.  A  Qualified   Domestic
Relations Order, or QDRO, is a signed domestic relations order issued by a State
Court which creates, recognizes or assigns to an alternate payee(s) the right to
receive all or part of a  Participant's  Plan benefit.  An alternate  payee is a
Spouse, former Spouse, child, or other dependent of a Participant who is treated
as a Beneficiary under the Plan as a result of the QDRO. The Administrator  will
determine if a domestic relations order is a QDRO as follows:

     (a)  Administrator's  Determination:  Promptly  upon  receipt of a domestic
relations order, the Administrator will notify the Participant and any alternate
payee(s)  named in the order of such  receipt,  and will  include a copy of this
Section 8.6. Within a reasonable time after receipt of the order,  not to exceed
sixty (60) days, the  Administrator  will make a determination  as to whether or
not the order is a  Qualified  Domestic  Relations  Order as defined in Code ss.
414(p),  and the  Administrator  will promptly  notify the  Participant  and any
alternate payee(s) in writing of the determination.

     (b) Specific  Requirements Of QDRO: In order for a domestic relations order
to be a QDRO, it must specifically state all of the following:  (1) the name and
last known mailing  address (if any) of the  Participant  and of each  alternate
payee covered by the order.  However, if it does not specify the current mailing
address of the alternate payee, but the Administrator has independent  knowledge
of that  address,  the QDRO  will  still be  valid;  (2) the  dollar  amount  or
percentage of the Participant's benefit to be paid by the Plan to each alternate
payee, or the manner in which the amount or percentage  will be determined;  (3)
the  number of  payments  or period  for  which the order  applies;  and (4) the
specific plan (by name) to which the order applies. The domestic relations order
will not be deemed a QDRO if it requires the Plan to provide any type or form of
benefit,  or any option  not  already  provided  for in the Plan,  or  increased
benefits, or benefits in excess of the Participant's Vested Interest, or payment
of  benefits  to an  alternate  payee  which are  required to be paid to another
alternate payee under another QDRO.

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

     (d) Payment  Prior To Separation  From Service:  A QDRO may provide for the
payment of benefits to an alternative  payee prior to the time a Participant has
terminated  employment.  Further,  such payment can be made even if the affected
Participant  has not yet reached the  Earliest  Retirement  Age. For purposes of
this  paragraph,  the term 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 (i) the date the  Participant  attains age fifty (50),  or (ii)
the earliest date on which the  Participant  could receive  benefits  under this
Plan if the Participant terminated employment with the Employer.

                                   ARTICLE 9.
                       AMENDMENT, TERMINATION, AND MERGER

     9.1 AMENDMENT. The Employer, by action of its board of directors, will have
the right to amend the Plan at any time if the amendment is in  compliance  with
the following requirements:

     (a)  General  Requirements:  Amendments  must be in writing  and cannot (1)
increase the  responsibilities  of the Trustee or Administrator  without written
consent; (2) deprive any Participant or Beneficiary of Plan benefits to which he
or she is entitled; (3) decrease the amount of any Participant's Account balance
except as permitted under Code ss.  412(c)(8);  (4) permit any part of the Trust
Fund to be used for or diverted to purposes other than the exclusive  benefit of
the  Participants  or their  Beneficiaries  except as  required to pay taxes and
administration  expenses,  or cause or permit  any  portion of the Trust Fund to
revert to or become the property of the  Employer;  or (5) eliminate or reduce a
retirement-type  subsidy, or an early retirement benefit, or an optional form of
benefit with respect to benefits  attributable  to service before the amendment.
In the case of a  retirement-type  subsidy,  this provision will apply only to a
Participant  who satisfies the  pre-amendment  conditions for the subsidy either
before or after the amendment.

     (b) Certain Corrective  Amendments:  For purposes of satisfying the minimum
coverage  requirements  of  Code  ss.  410(b),  the   nondiscriminatory   amount
requirement of regulation ss. 1.401(a)(4)-1(b)(2), or the nondiscriminatory plan
amendment  requirement  of  regulation  ss.  1.401(a)(4)-1(b)(4),  a  corrective
amendment may  retroactively  increase  allocations  for Employees who benefited
under the Plan during the Plan Year being corrected, or may grant allocations to
Employees  who did not  benefit  under  the  Plan  during  the Plan  Year  being
corrected.  In addition, to satisfy the  nondiscriminatory  current availability
requirement  of  regulation  ss.  1.401(a)(4)-4(b)  for  benefits,   rights,  or
features, a corrective amendment may make a benefit,  right or feature available
to Employees to whom it was  previously not  available.  A corrective  amendment
will not be  effective  prior to the date of adoption  unless it  satisfies  the
applicable  requirements  of  regulation  ss.  1.401(a)(4)-11(g)(3)(ii)  through
(vii),  including  the  requirement  that,  in  order  to be  effective  for the
preceding Plan Year, such amendment must be adopted by the 15th day of the tenth
(10th) month after the close of the preceding Plan Year.

     9.2  TERMINATION.  The Employer has the right to terminate the Plan and the
Trust  in  whole  or in part at any time by  delivering  written  notice  to the
Administrator  and  Trustee.  Upon  termination  of the Plan,  the Trustee  will
continue  to  administer  the  Trust  until  distribution  has been  made to the
Participants,  which  distribution must occur within a reasonable time after the
termination of the Plan,  and must be made in accordance  with the provisions of
Article 5of the Plan. Upon termination of the Plan, whether partial or complete,
any  Participant  who is  affected by such  termination  will have a one hundred
percent (100%) Vested Interest in his Participant's Account.

     9.3  MERGER  OR  CONSOLIDATION.  This  Plan and  Trust may not be merged or
consolidated  with, nor may any of its assets or liabilities be transferred  to,
any other plan,  unless the benefits payable to each Participant if the Plan was
terminated immediately after any such merger, consolidation or transfer would be
equal to or greater than the benefits to which such Participant  would have been
entitled  if this  Plan had been  terminated  immediately  before  such  merger,
consolidation or transfer.

                                   ARTICLE 10.
                            MISCELLANEOUS PROVISIONS

     10.1 NO  CONTRACT  OF  EMPLOYMENT.  Except as  otherwise  provided  by law,
neither the  establishment  of this Plan, nor any modification  hereto,  nor the
creation  of any fund or  account,  nor the  payment  of any  benefits,  will be
construed  as giving any  Participant  or other  person  any legal or  equitable
rights against the Employer,  any officer or Employee  thereof,  or the Trustee,
except as herein  provided;  and the terms of employment of any Participant will
not be modified or affected by this Plan.

     10.2 TITLE TO ASSETS. No Participant or Beneficiary will have any right to,
or any  interest in, any assets of the Trust upon  separation  from service with
the Employer,  Affiliated  Employer,  or Adopting Employer,  except as otherwise
provided by the terms of the Plan.

     10.3 QUALIFIED MILITARY SERVICE. Notwithstanding any other provision of the
Plan to the contrary,  effective December 12, 1994, contributions,  benefits and
service  credit with respect to qualified  military  service will be provided in
accordance with the requirements of Code ss. 414(u).

     10.4  BONDING  OF  FIDUCIARIES.  Every  Fiduciary  other  than a  bank,  an
insurance  company,  or a  Fiduciary  of an  Employer  which  has no  common-law
employees,  will be bonded in an amount not less than ten  percent  (10%) of the
amount of funds under such  Fiduciary's  supervision,  but such bond will not be
less than One Thousand  Dollars  ($1,000.00) or more than Five Hundred  Thousand
Dollars ($500,000.00).  The bond will provide protection to the Plan against any
loss for acts of fraud or dishonesty  by a Fiduciary  acting alone or in concert
with others.  The cost of such bond will be an expense of either the Employer or
the Trust, at the election of the Employer.

     10.5  SEVERABILITY OF PROVISIONS.  If any Plan provision is held invalid or
unenforceable,  such  invalidity or  unenforceability  will not affect any other
provision of this Plan,  and this Plan will be construed and enforced as if such
provision had not been included.

     10.6  GENDER  AND  NUMBER.  Words  used  in the  masculine  gender  will be
construed as though they were also used in the  feminine or neuter  gender where
applicable, and words used in the singular will be construed as though they were
also used in the plural where applicable.

     10.7 HEADINGS AND  SUBHEADINGS.  Headings and  subheadings are inserted for
convenience of reference. They constitute no part of this Plan and are not to be
considered in its construction.

     10.8 LEGAL ACTION.  In any claim,  suit or proceeding  concerning  the Plan
and/or  Trust which is brought  against the Trustee or the  Administrator,  this
Plan and Trust will be construed and enforced according to the laws of the state
in which the Employer  maintains its principal place of business,  to the extent
that is not preempted by ERISA; and unless  otherwise  prohibited by law, either
the  Employer  or the  Trust,  in the  sole  discretion  of the  Employer,  will
reimburse the Trustee  and/or  Administrator  for all costs,  attorneys fees and
other expenses associated with any such claim, suit or proceeding.

     IN WITNESS  WHEREOF,  the Employer and the Trustee have  executed this Plan
and Trust on the day, month, and year set forth on page 1 of this Agreement.

                                        EMPLOYER:

                                        CPM DEVELOPMENT CORPORATION


                                        By
                                           -----------------------------



                                        TRUSTEE:

                                        WELLS FARGO BANK


                                        By
                                            ----------------------------




<PAGE>




                      CERTIFICATE OF CORPORATE RESOLUTIONS
                                       OF
                           CPM DEVELOPMENT CORPORATION


     The undersigned Secretary of the above named corporation certifies that the
following  resolutions  were  adopted  by the  corporation  on the  _____ day of
__________________, ______, and that these resolutions have not been modified or
rescinded as of the date this certificate is executed.

     Resolved,  that the CPM Development  Corporation  Profit Sharing Retirement
Plan, as amended and restated  effective January 1, 2000, is hereby approved and
adopted by the corporation;

     Resolved,  that an officer of the corporation is hereby directed to deliver
an executed copy of said plan to the trustee named therein; and

     Resolved,  that the officers of the  corporation are authorized to take any
actions necessary to effectuate the foregoing resolutions.

     THIS CERTIFICATE is executed this _____ day of ________________, _______.




                                Corporate Secretary




<PAGE>

                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                            FUNDING POLICY AND METHOD


     CPM  Development   Corporation   (the  Company)  has  established  the  CPM
Development  Corporation  Profit Sharing  Retirement Plan (hereafter  called the
Plan),  the purpose of which is to provide  plan  participants  with  retirement
benefits in order to supplement their social security benefits.

     The Plan will also  provide  benefits to  participants  who die, who become
disabled,  or who terminate  employment  with the Company for reasons other than
retirement, death or disability, provided they have accrued a vested interest in
their account balances under the terms of the Plan.

     Since the primary  purpose of the Plan is to provide  retirement  benefits,
the primary investment  strategy to be followed by the Trustee should stress the
security and long-term  stability of Plan assets,  combined with moderate growth
that corresponds to participants' anticipated retirement dates.

     Investments  should be  reasonably  diversified  in order to prevent  asset
erosion by  inflation.  Investments  should also provide for  sufficient  liquid
assets to allow the plan to make  distributions  on short notice to participants
who have died or become disabled and are entitled to benefits.







<PAGE>





                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and CENTRAL PRE-MIX CONCRETE CO. (the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2000, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.


                                        CPM DEVELOPMENT CORPORATION

                                        By
                                           -------------------------------------


                                        CENTRAL PRE-MIX CONCRETE CO.


                                        By
                                           -------------------------------------


<PAGE>





                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and CENTRAL PRE-MIX PRESTRESS CO. (the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2000, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.


                                        CPM DEVELOPMENT CORPORATION


                                        By
                                           -------------------------------------


                                        CENTRAL PRE-MIX PRESTRESS CO.


                                        By
                                           -------------------------------------



<PAGE>





                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made  and  entered  into  this day of , ,  between  CPM
DEVELOPMENT  CORPORATION  (the  Employer)  and EIRE  CORPORATION  (the  Adopting
Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2000, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

         IN WITNESS WHEREOF, the parties have executed this agreement the day,
month and year first above written.

                                   CPM DEVELOPMENT CORPORATION


                                   By
                                     -------------------------------------------


                                   EIRE CORPORATION


                                   By
                                     -------------------------------------------



<PAGE>



                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made  and  entered  into  this day of , ,  between  CPM
DEVELOPMENT  CORPORATION (the Employer) and INLAND ASPHALT COMPANY (the Adopting
Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2000, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.


                                CPM DEVELOPMENT CORPORATION


                                By
                                   ---------------------------------------------


                                INLAND ASPHALT COMPANY


                                By
                                   ---------------------------------------------


<PAGE>




                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and INTERSTATE CONCRETE AND ASPHALT CO. (the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2000, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.

                                   CPM DEVELOPMENT CORPORATION


                                   By
                                      ------------------------------------------


                                   INTERSTATE CONCRETE AND ASPHALT CO.


                                   By
                                      ------------------------------------------


<PAGE>



                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and YAKIMA ROCK PRODUCTS, INC. (the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2000, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.


                                      CPM DEVELOPMENT CORPORATION


                                      By
                                         ---------------------------------------

                                      YAKIMA ROCK PRODUCTS, INC.


                                      By
                                         ---------------------------------------


<PAGE>


                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made  and  entered  into  this day of , ,  between  CPM
DEVELOPMENT CORPORATION (the Employer) and ACME MATERIALS & CONSTRUCTION COMPANY
(the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW, THEREFORE, effective July 1, 2000, the Adopting Employer hereby adopts
the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.


                                CPM DEVELOPMENT CORPORATION


                                By
                                   ---------------------------------------------


                                ACME MATERIALS & CONSTRUCTION COMPANY


                                By
                                   ---------------------------------------------

<PAGE>


                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and APG WEST, INC. d/b/a CENTRAL  PRE-MIX  CONCRETE  PRODUCTS  COMPANY
(the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2000, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.

                                   CPM DEVELOPMENT CORPORATION


                                   By
                                      ------------------------------------------


                                  APG WEST, INC. d/b/a
                                  CENTRAL PRE-MIX CONCRETE PRODUCTS COMPANY


                                  By
                                      ------------------------------------------


<PAGE>


                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and ICON MATERIALS, INC. (the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  January 1, 2001, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.

                                        CPM DEVELOPMENT CORPORATION


                                        By
                                          --------------------------------------


                                        ICON MATERIALS, INC.


                                        By
                                          --------------------------------------


<PAGE>


                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer)  and MONTANA  MATERIALS,  INC.  d/b/a JENSEN PAVING  CO.(the  Adopting
Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW,  THEREFORE,  effective  April 1, 2000,  the Adopting  Employer  hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.


                            CPM DEVELOPMENT CORPORATION


                            By
                               --------------------------------------


                              MONTANA MATERIALS, INC. d/b/a JENSEN PAVING CO.


                            By
                                -------------------------------------


<PAGE>


                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and CENTRAL WASHINGTON CONCRETE, INC. (the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW, THEREFORE,  effective May _______,  2001, the Adopting Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.

                                CPM DEVELOPMENT CORPORATION


                                By
                                    --------------------------------------------


                                CENTRAL WASHINGTON CONCRETE, INC.


                                By
                                    --------------------------------------------
<PAGE>


                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

                               ADOPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  into  this day of , ,  -------------
----------------------  -----------  between CPM  DEVELOPMENT  CORPORATION  (the
Employer) and WENATCHEE SAND & GRAVEL, INC. (the Adopting Employer).

                              W I T N E S S E T H:

     WHEREAS,   the  Employer   previously   established   the  CPM  Development
Corporation Profit Sharing Retirement Plan (hereafter called the Plan) which the
Adopting Employer wishes to adopt;

     NOW, THEREFORE,  effective May _______,  2001, the Adopting Employer hereby
adopts the Plan subject to the following conditions and limitations:

     (1) The Adopting  Employer  agrees to abide by such rules and procedures as
the Administrator deems necessary for the proper administration of the Plan.

     (2) With respect to the Adopting  Employer,  the  definition of Fiscal Year
will mean the tax year of the Adopting Employer.

     (3)  Employees of the Adopting  Employer will be given credit for all Years
of Service earned with the Employer.

     (4) Employees of the Employer will be given credit for all Years of Service
earned with the Adopting Employer.

     IN WITNESS WHEREOF, the parties have executed this agreement the day, month
and year first above written.


                                CPM DEVELOPMENT CORPORATION


                                By
                                   ---------------------------------------------


                                WENATCHEE SAND & GRAVEL, INC.


                                By
                                   ---------------------------------------------


<PAGE>

                          CERTIFIED COPY OF RESOLUTION
                                       OF
                           CPM DEVELOPMENT CORPORATION


     I hereby certify that the following  resolutions  were adopted by unanimous
consent of the directors of CPM Development Corporation on ____________________,
2003.

     WHEREAS,  CPM  Development  Corporation  has  established  and  maintains a
qualified 401(k) profit sharing plan and trust for its employees, which is known
as the CPM Development Corporation Profit Sharing Retirement Plan ("Plan"); and

     WHEREAS,  the  Employer  has the right at any time and from time to time to
amend the Plan; and

     WHEREAS,  the Board of Directors has been presented with Amendment One that
will  allocate  matching  contributions  and modify  the  vesting  schedule  for
participants who are employees of APG West, Inc., d/b/a Central Pre-Mix Concrete
Products Company in order to allow for the transfer of certain accounts from the
Plan into the Oldcastle  Architectural  Products Group 401(k) and Profit Sharing
Plan ("Oldcastle Plan") on June 30, 2001; now, therefore be it

     RESOLVED,  that the President of this  Corporation be, and he is authorized
and  directed  to  execute  and  deliver  Amendment  One to the CPM  Development
Corporation Profit Sharing Retirement Plan, effective June 30, 2001; and

     RESOLVED  FURTHER,  that the account  balances in the Plan for participants
who are employees of APG West,  Inc.  d/b/a Central  Pre-Mix  Concrete  Products
Company be transferred to the Oldcastle Plan, effective June 30, 2001; and

     RESOLVED  FURTHER,  that the President and Secretary of this Corporation be
and they are  hereby  authorized  and  directed  to  execute  on  behalf  of the
Corporation any and all documents necessary to amend the Plan.


         DATED this ______ day of __________________, 2003.



                                        RONALD E. CATER, Secretary


<PAGE>



                                  AMENDMENT ONE

                                     TO THE
                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

     Pursuant to the right of amendment reserved to the Employer in Article 9 of
the CPM Development  Corporation Profit Sharing  Retirement Plan ("Plan"),  said
Employer  does hereby  amend,  to the extent  necessary to carry into effect the
provisions  hereinafter set forth,  but not otherwise,  the terms of the Plan in
the following respects:

                                       I.

     Section  3.2(b)  of the Plan  shall be  amended  by  adding  the  following
paragraph to the end of such section:

     A special one-time allocation of Matching  Contributions will occur on June
30, 2001, for Central Pre-Mix  Employees.  The term "Central Pre-Mix  Employees"
shall mean  Participants  in the Plan who are employees of APG West,  Inc. d/b/a
Central Pre-Mix Concrete  Products  Company.  The Matching  Contribution will be
allocated to Central Pre-Mix  Employees'  Matching  Contribution  Accounts based
upon Elective Deferrals  contributed from January 1, 2001 through June 30, 2001.
The Matching  Contribution  will be made and allocated on June 30, 2001, for the
semi-annual  computation  period ending June 30, 2001, and will have no Hours of
Service  requirement for Central Pre-Mix  Employees who are employed on June 30,
2001.  Notwithstanding  the above,  Central  Pre-Mix  Employees  who  terminated
employment  between  January  1, 2001 and June 30,  2001,  because  of  seasonal
layoff,  death,  disability,  early retirement or normal retirement will receive
the allocation for the period.


                                       II.

     Section 4.6 of the Plan shall be amended by adding the following  paragraph
to the end of such section:

     (e) Vesting for Central Pre-Mix  Employees:  For those Participants who are
active  employees of APG West,  Inc.  d/b/a Central  Pre-Mix  Concrete  Products
Company  on  June  30,  2001,  such  a  Participant's  Vested  Interest  in  all
Non-Elective  Contributions  that  are  allocated  to his  or her  Participant's
Account will be determined by the vesting  schedule  which  immediately  follows
this  paragraph  based on the number of Years of  Service  the  Participant  has
completed.

                        Years of Service               Vested Interest
                        less than 1                           0%
                             1                               20%
                             2                               40%
                             3                               60%
                             4                               80%
                             5 or more                      100%

     The accounts of  terminated  Central  Pre-Mix  Employees  will maintain the
Vested Interest  determined under the vesting schedule that was in effect on his
or her Termination of Employment date.


     In all other  respects,  the Plan shall remain  unchanged and in full force
and effect.

     IN WITNESS WHEREOF,  the Employer and Trustee have executed this Amendatory
Agreement,

     DATED the ________ day of June, 2001.


                                            EMPLOYER:

                                            CPM DEVELOPMENT CORPORATION


                                            By




                                            TRUSTEE:

                                            WELLS FARGO BANK


                                            By






<PAGE>


                               TRUSTEE RESOLUTION


     The  undersigned,  as Trustee  of the CPM  Development  Corporation  Profit
Sharing  Retirement Plan ("Plan"),  hereby resolves and does hereby transfer the
assets  representing  account  balances  of  participants  in the  Plan  who are
employees of APG West, Inc. d/b/a Central Pre-Mix  Concrete  Products Company to
the Oldcastle  Architectural  Products  Group 401(k) and Profit  Sharing Plan on
June 30, 2001.


                                       TRUSTEE:

                                       WELLS FARGO BANK


                                       By

                                       Dated




<PAGE>
                                  AMENDMENT TWO
                                     TO THE
                           CPM Development CORPORATION
                         Profit Sharing Retirement Plan

     Pursuant to the right of amendment reserved to the Employer in Article 9 of
the CPM Development  Corporation Profit Sharing  Retirement Plan ("Plan"),  said
Employer  does hereby  amend,  to the extent  necessary to carry into effect the
provisions  hereinafter set forth,  but not otherwise,  the terms of the Plan in
the following respects:

                                       I.

     Section 1.53 of the Plan shall be amended by adding the following  sentence
at the end of the paragraph:

     For limitation  years  beginning on and after January 1, 2001, for purposes
of  applying  the   limitations   described  in  Section  6.1(b)  of  the  Plan,
compensation  paid or made available  during such limitation years shall include
elective  amounts that are not includible in the gross income of the employee by
reason of Code Section 132(f)(4).


     In all other  respects,  the Plan shall remain  unchanged and in full force
and effect.

     IN WITNESS WHEREOF,  the Employer and Trustee have executed this Amendatory
Agreement,

     DATED the _____ day of __________________, 20___.


                                                 EMPLOYER:
                                                 CPM Development Corporation


                                                 By


                                                 TRUSTEE:
                                                 WELLS FARGO BANK


                                                 By


<PAGE>
                                 AMENDMENT THREE
                                     TO THE
                           CPM DEVELOPMENT CORPORATION
                         PROFIT SHARING RETIREMENT PLAN

     PREAMBLE

     1. Adoption and effective date of amendment.  This amendment of the Plan is
adopted to reflect  certain  provisions  of the  Economic  Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA").  This amendment is intended as good faith
compliance with the  requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder.  Except as otherwise provided,  this
amendment  shall  be  effective  as of the  first  day of the  first  plan  year
beginning after December 31, 2001.

     2. Supersession of inconsistent provisions.  This amendment shall supersede
the provisions of the Plan to the extent those provisions are inconsistent  with
the provisions of this amendments.

     3. Pursuant to the right of amendment reserved to the Employer in Article 9
of the CPM Development Corporation Profit Sharing Retirement Plan ("Plan"), said
Employer  does hereby  amend,  to the extent  necessary to carry into effect the
provisions  hereinafter set forth,  but not otherwise,  the terms of the Plan in
the following respects:

                                       I.

     DEFERRAL PERCENTAGE

     Article 3, Paragraph 3.1(a)(1) of the Plan shall be deleted in its entirety
and replaced with the following:

     (1) Deferral  Percentage:  Each Participant may elect that a portion of his
or her Compensation be withheld as an Elective Deferral, but in no event may the
dollar amount  withheld be more than $11,000 per calendar year as adjusted under
Code  ss.402(g)(5).   Elective  Deferrals  which  exceed  the  adjusted  $11,000
limitation will be deemed Excess  Elective  Deferrals and will be returned under
Section 5.15. Elective Deferrals must satisfy one of the ADP Tests, and Elective
Deferrals  which do not  satisfy  one of the ADP  Tests  will be  deemed  Excess
Contributions and will be returned under Section 5.16.

                                       II.

     [ X ] ss.ss.611(b) and 632 of EGTRRA - LIMITATIONS ON CONTRIBUTIONS

     1. Effective  date:  This section shall be effective for  Limitation  Years
beginning after December 31, 2001.

     2.  Maximum  annual  addition:  Except to the  extent  permitted  under the
section of this amendment which provides for catch-up contributions under EGTRRA
ss.631  and Code  ss.414(v),  if  applicable,  the 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) $40,000,  as adjusted for  increases in the  cost-of-living  under Code
ss.415(d), or

     (b) 100 percent of the  Participant's  Compensation,  within the meaning of
Code ss.415(c)(3), for the Limitation Year.

     The  Compensation  limit  referred  to  in  (b)  shall  not  apply  to  any
contribution  for medical  benefits after  separation  from service  (within the
meaning of Code ss.401(h) or Code  ss.419A(f)(2))  which is otherwise treated as
an annual addition.

                                      III.

     [ X ] ss.611(c) of EGTRRA - INCREASE IN COMPENSATION LIMIT

     For any Plan Year which  begins on or after  January  1,  2002,  the annual
Compensation of each Participant  taken into account in determining  allocations
shall  not  exceed  $200,000,  as  adjusted  for  cost-of-living   increases  in
accordance with Code  ss.401(a)(17)(B).  Annual  Compensation means Compensation
during  the Plan Year or such  other  consecutive  12-month  period  over  which
Compensation is otherwise determined under the Plan (the determination  period).
The  cost-of-living  adjustment  in effect for a calendar year applies to annual
Compensation  for the  determination  period  that  begins  with or within  such
calendar year. IV.

     [ X ] ss. 631 of EGTRRA - CATCH-UP CONTRIBUTIONS

     All Employees who are eligible to make Elective  Deferrals  under this Plan
and who have attained age 50 before the close of the Plan Year shall be eligible
to  make  catch-up   contributions  in  accordance  with,  and  subject  to  the
limitations of, Code ss.414(v).  Such catch-up  contributions shall not be taken
into  account  for  purposes  of the  provisions  of the Plan  implementing  the
required limitations of Code ss.ss.402(g) and 415. The Plan shall not be treated
as failing to satisfy the provisions of the Plan  implementing  the requirements
of Code ss.401(k)(3),  401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by
reason of the making of such catch-up contributions.

     Catch-up  Contributions shall apply to contributions on or after January 1,
2002.


                                       V.

     [ X ]ss.648 of EGTRRA - ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

     Rollovers   disregarded  in  determining   value  of  Account  balance  for
involuntary distributions.  For purposes of the Plan provisions that provide for
the involuntary  distribution of vested Accrued  Benefits of $5,000 or less, the
value of a  Participant's  non-forfeitable  Account  balance shall be determined
without regard to that portion of the Account  balance that is  attributable  to
Rollover  Contributions  (and earnings  allocable thereto) within the meaning of
sections 402(c), 403(a)(4), 403(b)(8),  408(d)(3)(A)(ii), and 457(e)(16). If the
value of the Participant's  non-forfeitable  Account balance as so determined is
$5,000 or less, the Participant's entire  non-forfeitable  Account balance shall
be considered immediately distributable.  This election shall apply with respect
to distributions  made on or after January 1, 2002, with respect to Participants
who  separated  from service with the Employer or an  Affiliated  Employer on or
after  _________________  (Enter a date,  which may be earlier  than  January 1,
2002).

                                       VI.

     [ X ] ss.666 of EGTRRA - REPEAL OF MULTIPLE USE TEST

     The multiple use test described in Treasury  Regulation Code  ss.1.401(m)-2
and in the Plan  shall not apply for Plan Years  beginning  after  December  31,
2001.

                                      VII.

     [  X  ]ss.636(a)  of  EGTRRA  -  SUSPENSION   PERIOD   FOLLOWING   HARDSHIP
DISTRIBUTION

     1. A Participant  who receives a distribution  of Elective  Deferrals after
December  31,  2001,  on account of  hardship  shall be  prohibited  from making
Elective Deferrals and Employee  contributions under this and all other Plans of
the Employer for 6 months after receipt of the distribution.

     2. A  Participant  who  received a  distribution  of Elective  Deferrals in
calendar  year 2001 on account  of  hardship  shall be  prohibited  from  making
Elective Deferrals and Employee  contributions under this and all other Plans of
the  Employer  for six (6) months  after  receipt of the  distribution  or until
January 1, 2002, if later.



     In all other  respects,  the Plan shall remain  unchanged and in full force
and effect.

     IN WITNESS WHEREOF,  the Employer and Trustee have executed this Amendatory
Agreement,

     DATED this _____day of December, 2001.

                                      EMPLOYER:

                                      CPM DEVELOPMENT CORPORATION:


                                       By


                                      TRUSTEE:
                                      WELLS FARGO BANK:


                                      By




<PAGE>
                       CERTIFICATE OF CORPORATE RESOLUTION
                                       OF
                           CPM Development Corporation



     The undersigned Secretary of the above named corporation certifies that the
following  resolutions  were  adopted  by the  corporation  on the ______ day of
__________________,  20___, and that these resolutions have not been modified or
rescinded as of the date this certificate is executed.


     WHEREAS, CPM Development  Corporation  ("Employer"),  maintains a qualified
retirement  plan and  trust  known  as the CPM  Development  Corporation  Profit
Sharing Retirement Plan ("Plan"); and

     WHEREAS,  the  Employer  has the right at any time and from time to time to
amend the Plan; and

     WHEREAS,  the  Employer  has been  presented  with a proposed  amendment as
requested  by the  Internal  Revenue  Service to comply  with  requirements  for
issuing a favorable determination letter; now, therefore be it

     RESOLVED,  that  Amendment  Four to the Plan,  effective  January  1, 2001,
attached  hereto  and  incorporated  by  reference,  be and the same  hereby  is
adopted; and,

     RESOLVED  FURTHER,  that the officers of this  Corporation  be and they are
hereby  authorized and directed to take any actions  necessary to effectuate the
foregoing resolution.


     DATED this ______ day of ______________________, 20___.



                                        Corporate Secretary



<PAGE>




                                 AMENDMENT FOUR

                                     TO THE
                           CPM Development CORPORATION
                         Profit Sharing Retirement Plan

     Pursuant to the right of amendment reserved to the Employer in Article 9 of
the CPM Development  Corporation Profit Sharing  Retirement Plan ("Plan"),  said
Employer  does hereby  amend,  to the extent  necessary to carry into effect the
provisions  hereinafter set forth,  but not otherwise,  the terms of the Plan in
the following respects:

                                       I.

     Section 1.53 of the Plan shall be amended by adding the following  sentence
at the end of the paragraph:

     For limitation  years  beginning on and after January 1, 2001, for purposes
of applying the limitations described in Section 6.1(b) of the Plan, (and in any
other section of the Plan which references this section),  compensation  paid or
made available  during such limitation years shall include elective amounts that
are not includible in the gross income of the employee by reason of Code Section
132(f)(4). This amendment shall also apply to the definition of compensation for
purposes of Sections 1.14,  1.27,  1.29, 1.53 and 3.5 of the Plan for plan years
beginning on and after January 1, 2001.

                                       II.

     Section  5.14(a)  of the Plan  shall be  amended  by adding  the  following
sentence at the end of the paragraph:

     Effective January 1, 2000,  "eligible rollover  distribution"  excludes the
portion  of any  distribution  that is  attributable  to a  hardship  withdrawal
described in Code Section 401(k)(2)(B)(i)(IV).

                                      III.

     Amendment  Six to the Plan that was signed on July 3, 2001, is effective as
of January 1, 1997, unless otherwise stated therein.


                                       IV.

     Amendment Six to the Plan shall be amended by adding the following sentence
at the end of the Section titled,  "Code ss.401(m):  Nondiscrimination  Test for
Matching and Employee Contributions":

     The Plan shall use the current year testing method for both the ADP and ACP
tests.

     In all other  respects,  the Plan shall remain  unchanged and in full force
and effect.

     IN WITNESS WHEREOF,  the Employer and Trustee have executed this Amendatory
Agreement,

     DATED the _____ day of __________________, 20___.


                                         EMPLOYER:
                                         CPM Development Corporation


                                         By



                                          TRUSTEE:
                                          WELLS FARGO BANK


                                          By

<PAGE>
                       CERTIFICATE OF CORPORATE RESOLUTION
                                       OF
                           CPM Development Corporation



     The undersigned Secretary of the above named corporation certifies that the
following  resolutions  were  adopted  by the  corporation  on the ______ day of
__________________,  2002, and that these  resolutions have not been modified or
rescinded as of the date this certificate is executed.


     WHEREAS, CPM Development  Corporation  ("Employer"),  maintains a qualified
retirement  plan and  trust  known  as the CPM  Development  Corporation  Profit
Sharing Retirement Plan ("Plan"); and

     WHEREAS,  the  Employer  has the right at any time and from time to time to
amend the Plan; and

     WHEREAS,  the Employer has been presented with a proposed amendment to give
prior service  credit to Employees who transfer  employment  from  Oldcastle APG
West, Inc. to an Adopting Employer; now, therefore be it

     RESOLVED,  that  Amendment  Five to the Plan,  effective  January  1, 2002,
attached  hereto  and  incorporated  by  reference,  be and the same  hereby  is
adopted; and,

     RESOLVED  FURTHER,  that the officers of this  Corporation  be and they are
hereby  authorized and directed to take any actions  necessary to effectuate the
foregoing resolution.


     DATED this ______ day of ______________________, 2002.



     Corporate Secretary



<PAGE>




                                 AMENDMENT FIVE

                                     TO THE
                           CPM Development CORPORATION
                         Profit Sharing Retirement Plan

     Pursuant to the right of amendment reserved to the Employer in Article 9 of
the CPM Development  Corporation Profit Sharing  Retirement Plan ("Plan"),  said
Employer  does hereby  amend,  to the extent  necessary to carry into effect the
provisions  hereinafter set forth,  but not otherwise,  the terms of the Plan in
the following respects:

                                       I.

     Section 1.67 of the Plan shall be amended by adding the following  sentence
immediately preceding the last sentence of the paragraph:

     For purposes of fulfilling  eligibility  requirements only, an Employee who
transfers  employment  from Oldcastle APG West, Inc. or any of its affiliates to
the Employer  will also receive  credit for all Years of Service with  Oldcastle
APG West,  Inc.  and any of its  affiliates,  if the  crediting of such Years of
Service does not cause the Plan to discriminate  in favor of Highly  Compensated
Employees.

     In all other  respects,  the Plan shall remain  unchanged and in full force
and effect.

     IN WITNESS WHEREOF,  the Employer and Trustee have executed this Amendatory
Agreement,

     DATED the _____ day of __________________, 2002.


                                             EMPLOYER:
                                             CPM Development Corporation


                                             By



                                             TRUSTEE:
                                             WELLS FARGO BANK


                                             By