Exhibit 10.1

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                             PENTEGRA SERVICES, INC.



                    EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                               BASIC PLAN DOCUMENT

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                                                    TABLE OF CONTENTS
ARTICLE I            PURPOSE AND DEFINITIONS................................   1

ARTICLE II           PARTICIPATION AND MEMBERSHIP ..........................   7
     Section 1       Eligibility Requirements ..............................   7
     Section 2       Exclusion of Certain Employees ........................   7
     Section 3       Waiver of Eligibility Requirements ....................   8
     Section 4       Exclusion of Non-Salaried Employees ...................   8
     Section 5       Commencement of Participation .........................   8
     Section 6       Termination of Participation ..........................   9

ARTICLE III          CONTRIBUTIONS .........................................   9
     Section 1       Contributions by Members ..............................   9
     Section 2       Elective Deferrals by Members .........................   9
     Section 3       Transfer of Funds and Rollover Contributions
                     by Members ............................................  10
     Section 4       Employer Contributions - General ......................  10
     Section 5       Employer Matching Contributions .......................  10
     Section 6       Employer Basic Contributions ..........................  11
     Section 7       Supplemental Contributions by Employer ................  11
     Section 8       The Profit Sharing Feature ............................  11
     Section 9       The 401 (k) Feature....................................  13
                     .................................
     Section 10      Determining the Actual Deferral Percentages ...........  14
     Section 11      Determining the Actual Contribution Percentages .......  15
     Section 12      The Aggregate Limit Test ..............................  17
     Section 13      Remittance of Contributions ...........................  18
     Section 14      Safe Harbor CODA.......................................  18

ARTICLE IV           INVESTMENT OF CONTRIBUTIONS ...........................  19
     Section 1       Investment by Trustee or Custodian.....................  19
     Section 2       Member Directed Investments ...........................  20
     Section 3       Employer Securities ...................................  20

ARTICLE V            MEMBERS' ACCOUNTS, UNITS AND VALUATION.................  21

ARTICLE VI           VESTING OF ACCOUNTS ...................................  21
     Section 1       Vesting of Member Contributions, 401 (k) Deferrals,
                     Qualified Nonelective Contributions and Rollover
                     Contributions .........................................  21
     Section 2       Vesting of Employer Contributions .....................  21
     Section 3       Forfeitures ...........................................  23

ARTICLE VII          WITHDRAWALS AND DISTRIBUTIONS .........................  24
     Section 1       General Provisions ....................................  24
     Section 2       Withdrawals While Employed ............................  25
     Section 3       Distributions Upon Termination of Employment ..........  26
     Section 4       Distributions Due to Disability .......................  29


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     Section 5       Distributions Due to Death ............................  30
     Section 6       Minimum Required Distributions ........................  30

ARTICLE VIII         LOAN PROGRAM...........................................  31
     Section 1       General Provisions ....................................  31
     Section 2       Loan Application ......................................  31
     Section 3       Permitted Loan Amount .................................  32
     Section 4       Source of Funds for Loan...............................  32
     Section 5       Conditions of Loan.....................................  33
     Section 6       Crediting of Repayment ................................  33
     Section 7       Cessation of Payments on Loan .........................  33
     Section 8       Loans to Former Members ...............................  34

ARTICLE IX           ADMINISTRATION OF PLAN AND ALLOCATION OF
                     RESPONSIBILITIES ......................................  34
     Section 1       Fiduciaries ...........................................  34
     Section 2       Allocation of Responsibilities Among the Fiduciaries ..  35
     Section 3       No Joint Fiduciary Responsibilities ...................  36
     Section 4       Investment Manager ....................................  37
     Section 5       Advisor to Fiduciary ..................................  37
     Section 6       Service in Multiple Capacities ........................  37
     Section 7       Appointment of Plan Administrator......................  37
     Section 8       Powers of the Plan Administrator ......................  38
     Section 9       Duties of the Plan Administrator ......................  38
     Section 10      Action by the Plan Administrator ......................  38
     Section 11      Discretionary Action ..................................  38
     Section 12      Compensation and Expenses of Plan Administrator .......  38
     Section 13      Reliance on Others ....................................  38
     Section 14      Self Interest .........................................  39
     Section 15      Personal Liability - Indemnification ..................  39
     Section 16      Insurance .............................................  39
     Section 17      Claims Procedures .....................................  39
     Section 18      Claims Review Procedures ..............................  39

ARTICLE X            MISCELLANEOUS PROVISIONS ..............................  40
     Section 1       General Limitations ...................................  40
     Section 2       Top Heavy Provisions ..................................  42
     Section 3       Information and Communications ........................  43
     Section 4       Small Account Balances ................................  44
     Section 5       Amounts Payable to Incompetents, Minors or Estates ....  44
     Section 6       Non-Alienation of Amounts Payable .....................  44
     Section 7       Unclaimed Amounts Payable..............................  44
     Section 8       Leaves of Absence .....................................  45
     Section 9       Return of Contributions to Employer ...................  46
     Section 10      Controlling Law .......................................  46

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ARTICLE XI           AMENDMENT & TERMINATION ...............................  46
     Section 1       General ...............................................  46
     Section 2       Termination of Plan and Trust .........................  46
     Section 3       Liquidation of Trust Assets in the Event of
                     Termination ...........................................  46
     Section 4       Partial Termination ...................................  47
     Section 5       Power to Amend ........................................  47
     Section 6       Solely for Benefit of Members, Terminated Members
                     and their Beneficiaries................................  47
     Section 7       Successor to Business of the Employer .................  48
     Section 8       Merger, Consolidation and Transfer.....................  48
     Section 9       Revocability...........................................  48

TRUSTS ESTABLISHED UNDER THE PLAN...........................................  50







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                                    ARTICLE I
                             PURPOSE AND DEFINITIONS

Section 1.1

This Plan and Trust, as evidenced hereby, and the applicable Adoption Agreement
and Trust Agreement(s), are designed and intended to qualify in form as a
qualified profit sharing plan and trust under the applicable provisions of the
Internal Revenue Code of 1986, as now in effect or hereafter amended, or any
other applicable provisions of law including, without limitation, the Employee
Retirement Income Security Act of 1974, as amended. Effective January 1, 2001,
except as otherwise provided, the Plan is hereby amended and restated in its
entirety to provide as follows:

Section 1.2

The following words and phrases as used in this Plan shall have the following
meanings:

(A)      "Account" means the Plan account established and maintained in respect
         of each Member pursuant to Article V, to which Account shall be
         allocated, as applicable, the Member's after-tax amounts, 401 (k)
         amounts, Employer matching amounts, basic amounts, supplemental
         amounts, profit sharing amounts, qualified nonelective contribution
         amounts, rollover amounts, and funds directly transferred to the Plan.

(B)      "Actual Deferral Percentage Test Safe Harbor" means the method
         described in Section 3.14 (A) of Article III for satisfying the actual
         deferral percentage test of ss.401 (k) (3) of the Code.

(C)      "Actual Deferral Percentage Test Safe Harbor Contributions" means
         Employer matching contributions and non-elective contributions
         described in section 3.14 (A) (1) of Article III.

(D)      "Adoption Agreement" means the separate document by which the Employer
         has adopted the Plan and specified certain of the terms and provisions
         hereof. If any term, provision or definition contained in the Adoption
         Agreement is inconsistent with any term, provision or definition
         contained herein, the one set forth in the Adoption Agreement shall
         govern. The Adoption Agreement shall be incorporated into and form an,
         integral part of the Plan.

(E)      "Beneficiary" means the person or persons designated to receive any
         amount payable under the Plan upon the death of a Member. Such
         designation may be made or changed only by the Member on a form
         provided by, and filed with, the Third Party Administrator prior to his
         death. If the Member is not survived by a Spouse and if no Beneficiary
         is designated, or if the designated Beneficiary predeceases the Member,
         then any such amount payable shall be paid to such Member's estate upon
         his death.

(F)      "Board" means the Board of Directors of the Employer adopting the Plan.

(G)      "Break in Service" means:

         1.  Where an Employer has elected, in its Adoption Agreement, to use
             the hours of service method for eligibility and/or vesting, a Plan
             Year during which an individual has not completed more than 500
             Hours of Employment, as determined by the Plan Administrator in
             accordance with the IRS Regulations. Solely for purposes of
             determining whether a Break in Service has occurred, an individual
             shall be credited with the Hours of Employment which such
             individual would have completed but for a maternity or paternity
             absence, as determined


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             by the Plan  Administrator  in accordance with this Paragraph,  the
             Code and the applicable  regulations issued by the DOL and the IRS;
             provided,  however,  that the total Hours of Employment so credited
             shall not exceed 501 and the  individual  timely  provides the Plan
             Administrator  with such  information  as it may require.  Hours of
             Employment  credited for a maternity or paternity  absence shall be
             credited  entirely (i) in the Plan Year in which the absence  began
             if such Hours of  Employment  are  necessary  to prevent a Break in
             Service  in such year,  or (ii) in the  following  Plan  Year.  For
             purposes of this  Paragraph,  maternity or paternity  absence shall
             mean an absence from work by reason of the individual's  pregnancy,
             the birth of the  individual's  child or the  placement  of a child
             with the individual in connection with the adoption of the child by
             such  individual,  or for  purposes  of caring  for a child for the
             period immediately following such birth or placement.

        2.   Where an Employer has elected to use the elapsed time method for
             eligibility and/or vesting service, a Period of Severance of at
             least 12 consecutive months.

(H)      "Code" means the Internal Revenue Code of 1986, as now in effect or as
         hereafter amended. All citations to sections of the Code are to such
         sections as they may from time to time be amended or renumbered.

(I)      "Commencement Date" means the date on which an Employer begins to
         participate in the Plan.

(J)      "Contribution Determination Period" means the Plan Year, fiscal year,
         or calendar or fiscal quarter, as elected by an Employer, upon which
         eligibility for and the maximum permissible amount of any Profit
         Sharing contribution, as defined in Article III, is determined.
         Notwithstanding the foregoing, for purposes of Article VI, Contribution
         Determination Period means the Plan Year.

(K)      "Disability" means a Member's disability as defined in Article VII,
         Section 7.4.

(L)      "DOL" means the United States Department of Labor.

(M)      "Employee" means any person in Employment, and who receives
         compensation from, the Employer, and any leased employee within the
         meaning of Section 414(n)(2) of the Code. Notwithstanding the
         foregoing, if such leased employees constitute no more than twenty
         percent (20%) of the Employer's non-highly compensated work force
         within the meaning of Section 414(n)(5) of the Code, such leased
         employees shall not be considered Employees if they are covered by a
         plan meeting the safe harbor requirements of Section 414(n)(5) of the
         Code.

(N)      "Employer" means the entity named in the Adoption Agreement and any
         other entity which, together therewith, constitutes an affiliated
         service group (as defined in Section 414(m)(2) of the Code) , any
         corporation which, together therewith, constitutes a controlled group
         of corporations as defined in Section 1563 of the Code, and any other
         trade or business (whether incorporated or not) which, together
         therewith, are under common control as defined in Section 414(c) of the
         Code, which have adopted the Plan. For purposes of the definition of
         "Salary" in Section 1.2(II) and Article III of the Plan, "Employer"
         shall refer only to the applicable entity that is participating in the
         Plan.

(O)      "Employment" means service with an Employer.

(P)      "Enrollment Date" means the date on which an Employee becomes a Member
         as provided under Article II.

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(Q)      "ERISA" means the Employee Retirement Income Security Act of 1974, as
         now in effect or as hereafter amended.

(R)      "Fiduciary" means any person who (i) exercises any discretionary
         authority or control with respect to the management of the Plan or
         control with respect to the management or disposition of the assets
         thereof, (ii) renders any investment advice for a fee or other
         compensation, direct or indirect, with respect to any moneys or other
         property of the Plan, or has any discretionary authority or
         responsibility to do so, or (iii) has any discretionary authority or
         responsibility in the administration of the Plan, including any other
         persons (other than trustees) designated by any Named Fiduciary to
         carry out fiduciary responsibilities, except to the extent otherwise
         provided by ERISA.

(S)      "Highly Compensated Employee" means for Plan Years beginning after
         December 31, 1996, an Employee (i) who is a 5 percent owner at any time
         during the lookback year or determination year, or (ii)(a) who is
         employed during the determination year and who during the look-back
         year received compensation from the Employer in excess of $80,000 (as
         adjusted pursuant to the Code and Regulations for changes in the cost
         of living), and (b) if elected by the Employer was in the top-paid
         group of Employees for such look-back year.

         For this purpose, the determination year shall be the Plan Year. The
         look-back year shall be the 12-month period immediately preceding the
         determination year. The Employer may, however, as indicated in the
         Adoption Agreement, make a calendar year data election. If a calendar
         year data election is made, the lookback year shall be the calendar
         year ending within the Plan Year for purposes of determining who is a
         Highly Compensated Employee (other than for 5% owners).

         The top-paid group shall consist of the top 20 percent of the Employees
         when ranked on the basis of compensation paid by the Employer.

         The determination of who is a Highly Compensated Employee will be made
         in accordance with Section 414(q) of the Code and the IRS Regulations
         thereunder.

(T)      "Hour of Employment" means each hour during which an Employee performs
         service (or is treated as performing service as required by law) for
         the Employer and, except in the case of military service, for which he
         is directly or indirectly paid, or entitled to payment, by the Employer
         (including any back pay irrespective of mitigation of damages), all as
         determined in accordance with applicable DOL Regulations.

(U)      "Investment Manager" means any Fiduciary other than a Trustee or Named
         Fiduciary who (i) has the power to manage, acquire or dispose of any
         asset of the Plan; (ii) is (a) registered as an investment advisor
         under the Investment Advisors Act of 1940; (b) is a bank, as defined in
         such Act, or (c) is an insurance company qualified to perform the
         services described in clause (i) hereof under the laws of more than one
         state of the United States; and (iii) has acknowledged in writing that
         he is a Fiduciary with respect to the Plan.

(V)      "IRS" means the United States Internal Revenue Service.

(W)      "Leave of Absence" means an absence authorized by an Employee's
         Employer and approved by the Plan Administrator, on a uniform basis, in
         accordance with Article X.

(X)      "Member" means an Employee enrolled in the membership of the Plan under
         Article II.

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(Y)      "Month" means any calendar month.

(Z)      "Named Fiduciary" means the Fiduciary or Fiduciaries named herein or in
         the Adoption Agreement who jointly or severally have the authority to
         control and manage the operation and administration of the Plan.

(AA)     "Non-highly Compensated Employee" means an Employee who is not a Highly
         Compensated Employee.

(BB)     "Normal Retirement Age" means the Member's sixty-fifth (65th) birthday
         unless otherwise specified in the Adoption Agreement.

(CC)     "Period of Service" means the aggregate of all periods commencing with
         the Employee's first day of employment or reemployment with the
         Employer and ending on the date a Break in Service begins. The first
         day of employment or reemployment is the first day the Employee
         performs an Hour of Employment. An Employee will also receive credit
         for any Period of Severance of less than 12 consecutive months,
         provided that the Employee returns to Employment within 12 months of
         the Employee's retirement, quit or discharge or, if earlier, within 12
         months of the date the Employee was first absent from service for any
         other reason.

(DD)     "Period of Severance" means a continuous period of time during which
         the Employee is not employed by the Employer. Such period begins on the
         date the Employee retires, quits or is discharged, or if earlier, the
         12 month anniversary of the date on which the Employee was otherwise
         first absent from service.

         In the case of an individual who is absent from work for maternity or
         paternity reasons, the 12-consecutive month period beginning on the
         first anniversary of the first day of such absence shall not constitute
         a Break in Service. For purposes of this paragraph, an absence from
         work for maternity or paternity reasons means an absence (a) by reason
         of the pregnancy of the individual, (b) by reason of the birth of a
         child of the individual,. (c) by reason of the placement of a child
         with the individual in connection with the adoption of such child by
         such individual, or (d) for purposes of caring for such child for a
         period beginning immediately following such birth or placement.

(EE)     "Plan" means the Employees' Savings & Profit Sharing Plan as evidenced
         by this document, the applicable Adoption Agreement and all subsequent
         amendments thereto.

(FF)     "Plan Administrator" means the Named Fiduciary or, as designated by
         such Named Fiduciary and approved by the Board in accordance with
         Article IX, any officer or Employee of the Employer.

(GG)     "Plan Year" means a consecutive 12-month period ending December 31
         unless otherwise specified in the Adoption Agreement.

(HH)     "Regulations" means the applicable regulations issued under the Code,
         ERISA or other applicable law, by the IRS, the DOL or any other
         governmental authority and any proposed or temporary regulations or
         rules promulgated by such authorities pending the issuance of such
         regulations.

(II)     "Salary"  means  regular basic  monthly  salary or wages,  exclusive of
         special payments such as overtime, bonuses, fees, deferred compensation
         (other than pre-tax elective  deferrals pursuant to a

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         Member's  election  under  Article  III),   severance   payments,   and
         contributions  by the Employer under this or any other plan (other than
         before-tax  contributions  made  on  behalf  of a  Member  under a Code
         Section 125 cafeteria plan and qualified transportation fringe benefits
         under Code Section 132(f),  unless the Employer  specifically elects to
         exclude such contributions or benefits).  Commissions shall be included
         at the Employer's  option within such limits,  if any, as may be set by
         the Employer in the Adoption Agreement and applied uniformly to all its
         commissioned  Employees.  In addition,  Salary may also include, at the
         Employer's  option,  special  payments  such  as (i)  overtime  or (ii)
         overtime plus bonuses.  As an alternative to the foregoing  definition,
         at the  Employer's  option,  Salary may be  defined  to  include  total
         taxable  compensation  reported  on the  Member's  IRS Form  W-2,  plus
         deferrals,  if any, pursuant to Section 401(k) of the Code and pursuant
         to Section 125 of the Code (unless the Employer  specifically elects to
         exclude  such  Section  125  deferrals),   but  excluding  compensation
         deferred from previous years. In no event may a Member's Salary for any
         Plan Year exceed for purposes of the Plan  $150,000  (adjusted for cost
         of living to the extent permitted by the Code and the IRS Regulations).

         For Plan Years beginning after December 31, 1996, the family member
         aggregation rules of Code Section 414(q)(6) (as in effect prior to the
         Small Business Job Protection Act of 1996) are eliminated.

(JJ)     "Social Security Taxable Wage Base" means the contribution and benefit
         base attributable to the OASDI portion of Social Security employment
         taxes under Section 230 of the Social Security Act (42 U.S.C. ss.430)
         in effect on the first day of each Plan Year.

(KK)     "Spouse" or "Surviving Spouse" means the individual to whom a Member or
         former Member was married on the date such Member withdraws his
         Account, or if such Member has not withdrawn his Account, the
         individual to whom the Member or former Member was married on the date
         of his death.

(LL)     "Third Party Administrator" or "TPA" means Pentegra Services, Inc., a
         non fiduciary provider of administrative services appointed and
         directed by the Plan Administrator or the Named Fiduciary either
         jointly or severally.

(MM)     "Trust" means the Trust or Trusts established and maintained pursuant
         to the terms and provisions of this document and any separately
         maintained Trust Agreement or Agreements.

(NN)     "Trustee" generally means the person, persons or other entities
         designated by the Employer or its Board as the Trustee or Trustees
         hereof and specified as such in the Adoption Agreement and any
         separately maintained Trust Agreement or Agreements.

(OO)     "Trust Agreement" means the separate document by which the Employer or
         its Board has appointed a Trustee of the Plan, specified the terms and
         conditions of such appointment and any fees associated therewith.

(PP)     "Trust Fund" means the Trust Fund or Funds established by the Trust
         Agreement or Agreements.

(QQ)     "Unit" means the unit of measure described in Article V of a Member's
         proportionate interest in the available Investment Funds (as defined in
         Article IV).

(RR)     "Valuation Date" means any business day of any month for the Trustee,
         except that in the event the underlying portfolio(s) of any Investment
         Fund cannot be valued on such date, the Valuation


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         Date for such  Investment  Fund  shall be the next  subsequent  date on
         which the underlying  portfolio(s)  can be valued.  Valuations shall be
         made as of the close of business on such Valuation Date(s).

(SS)     "Year of Employment" means a period of service of 12 months.

(TT)     "Year of Service" means any Plan Year during which an individual
         completed at least 1,000 Hours of Employment, or satisfied any
         alternative requirement, as determined by the Plan Administrator in
         accordance with any applicable Regulations issued by the DOL and the
         IRS.

(UU)     "Year of Eligibility  Service" means where an Employer designates a one
         or two  12-consecutive-month  eligibility  waiting period,  an Employee
         must  complete  at  least  1,000  Hours  of   Employment   during  each
         12-consecutive-month  period  (measured from his date of Employment and
         then as of the first day of each Plan Year  commencing  after such date
         of  Employment);  provided,  however,  if an Employee is credited  with
         1,000 Hours of Employment in both the initial  eligibility  computation
         period  and the first  Plan  Year  which  commences  prior to the first
         anniversary  of  the  Employee's  employment   commencement  date,  the
         Employee will be credited, for eligibility purposes,  with two Years of
         Eligibility  Service.  Where  an  Employer  designates  an  eligibility
         waiting  period of less than 12 months,  an Employee must, for purposes
         of eligibility,  complete a required number of hours (measured from his
         date of Employment and each anniversary thereafter) which is arrived at
         by multiplying the number of months in the  eligibility  waiting period
         requirement by 83 1/; provided,  however,  if an Employee  completes at
         least 1,000 Hours of Employment  within the 12 month period  commencing
         on his Employment  commencement date or during any Plan Year commencing
         after such Employment  commencement date, such Employee will be treated
         as satisfying the eligibility service requirements.

Section 1.3

The masculine pronoun wherever used shall include the feminine pronoun.


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                                   ARTICLE II
                          PARTICIPATION AND MEMBERSHIP

Section 2.1       Eligibility Requirements

The Employer may elect as a requirement for eligibility to participate in the
Plan (i) the completion of a service period equal to any number of months not to
exceed 12 consecutive months, or (ii) the completion of a service period equal
to one or two 12consecutive-month periods, and/or (iii) if the Employer so
elects, it may adopt a minimum age requirement from age 18 to age 21. Such
election shall be made and reflected on the Adoption Agreement. Notwithstanding
the foregoing, in the case of an Employer that adopts the 401 (k) feature under
Section 3.9, the eligibility requirements under such feature shall not exceed
the period described in clause (i) above, and, at the election of the Employer,
attainment of age 21 as described in clause (iii) above.

Notwithstanding the foregoing, the Employer may elect in the Adoption Agreement
to establish as an eligibility requirement (as a minimum service requirement,
minimum age requirement, or both) for Employer matching contributions, Employer
basic contributions Employer supplemental contributions, and/or Employer Profit
Sharing contributions (i) the completion of any number of months not to exceed
12 consecutive months, or (ii) the completion of one or two 12-consecutive-month
periods, and/or (iii) if the Employer so elects, it may adopt a minimum age
requirement from age 18 to age 21. Such election shall be made and reflected in
the Adoption Agreement.

In implementing the eligibility service periods described above, (i) if an
Employer designates in the Adoption Agreement an eligibility service crediting
method based on the hours of service method, the satisfaction of the eligibility
service requirement shall be dependent on the completion of a Year of
Eligibility Service and (ii) if an Employer designates in the Adoption Agreement
an eligibility service crediting method based on the elapsed time method, the
satisfaction of the eligibility service requirement shall be dependent on the
completion of the requisite Period of Service.

If a non-vested Member terminates employment without a vested interest in his
Account derived from Employer contributions, Years of Employment (or, as
applicable, Years of Service) before a period of consecutive Breaks in Service
will not be taken into account for eligibility purposes if the number of
consecutive Breaks in Service in such period equals or exceeds the greater of
five or the aggregate number of Years of Employment (or, as applicable Years of
Service) before such break. If a Member's service is disregarded pursuant to
this paragraph, such Member will be treated as a new Employee for eligibility
purposes.

Section 2.2       Exclusion of Certain Employees

To the extent provided in the Adoption Agreement, the following Employees may be
excluded from participation in the Plan:

(i)    Employees not meeting the age and service requirements;

(ii)   Employees who are included in a unit of Employees covered by a collective
       bargaining agreement between the Employee representatives and one or more
       Employers if there is evidence that retirement benefits were the subject
       of good faith bargaining between such Employee representatives and such
       Employer(s). For this purpose, the term "Employee representative" does
       not include any organization where more than one-half of the membership
       is comprised of owners, officers and executives of the Employer;


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(iii)  Employees who are non-resident aliens and who receive no earned income
       from the Employer which constitutes income from sources within the United
       States; and

iv)    Employees described in Section 2.4 or included in any other ineligible
       job classifications set forth in the Adoption Agreement.

Section 2.3         Waiver of Eligibility Requirements

The Employer, at its election, may waive the eligibility requirement(s) for
participation specified above for (i) all Employees, or (ii) all those employed
on or up to 12 months after its Commencement Date under the Plan. Subject to the
requirements of the Code, the eligibility waiting period shall be deemed to have
been satisfied for an Employee who was previously a Member of the Plan.

All Employees whose Employment commences after the expiration date of the
Employer's waiver of the eligibility requirement(s), if any, shall be enrolled
in the Plan in accordance with the eligibility requirement(s) specified in the
Adoption Agreement.

Section 2.4       Exclusion of Non-Salaried Employees

The Employer, at its election, may exclude non-salaried (hourly paid) Employees
from participation in the Plan, regardless of the number of Hours of Employment
such Employees complete in any Plan Year. Notwithstanding the foregoing, for
purposes of this Section and all purposes under the Plan, a non-salaried
Employee that is hired following the adoption date of the Plan by the Employer,
but prior to the adoption of this exclusion by the Employer, shall continue to
be deemed to be an Employee and will continue to receive benefits on the same
basis as a salaried Member, despite classification as a nonsalaried Employee.

Section 2.5       Commencement of Participation

Every eligible Employee (other than non-salaried or such other Employees who, at
the election of the Employer, are excluded from participation) shall commence
participation in the Plan on the later of:

(1)      The Employer's Commencement Date, or

(2)      The first day of the month or calendar quarter (as designated by the
         Employer in the Adoption Agreement) coinciding with or next following
         his satisfaction of the eligibility requirements as specified in the
         Adoption Agreement.

The date that participation commences shall be hereinafter referred to as the
Enrollment Date. Notwithstanding the above, no Employee shall under any
circumstances become a Member unless and until his enrollment application is
filed with, and accepted by, the Plan Administrator. The Plan Administrator
shall notify each Employee of his eligibility for membership in the Plan and
shall furnish him with an enrollment application in order that he may elect to
make or receive contributions on his behalf under Article III at the earliest
possible date consonant with this Article.

If an Employee fails to complete the enrollment form furnished to him, the Plan
Administrator shall do so on his behalf. In the event the Plan Administrator
processes the enrollment form on behalf of the Employee, the Employee shall be
deemed to have elected not to make any contributions and/or elective deferrals
under the Plan, if applicable.

                                       8

<PAGE>


Section 2.6         Termination of Participation

Membership under all features and provisions of the Plan shall terminate upon
the earlier of (a) a Member's termination of Employment and payment to him of
his entire vested interest, or (b) his death.

                                   ARTICLE III
                                  CONTRIBUTIONS

Section 3.1       Contributions by Members

If the Adoption Agreement so provides, each Member may elect to make
non-deductible, after-tax contributions under the Plan, based on increments of 1
% of his Salary, provided the amount thereof, when aggregated with the amount of
any pre-tax effective deferrals, does not exceed the limit established by the
Employer in the Adoption Agreement. All such after-tax contributions shall be
separately accounted for, nonforfeitable and distributed with and in addition to
any other benefit to which the Member is entitled hereunder. A Member may change
his contribution rate as designated in the Adoption Agreement, but reduced or
suspended contributions may not subsequently be made up.

Section 3.2       Elective Deferrals by Members

If the Adoption Agreement so provides, each Member may elect to make pre-tax
elective deferrals (401 (k) deferrals) under the Plan, based on increments of 1
% of his Salary, provided the amount thereof, when aggregated with the amount of
any after-tax contributions, does not exceed the limit established by the
Employer in the Adoption Agreement. Alternatively, a Member may elect to
contribute for a Plan Year a dollar amount which does not exceed the maximum
amount permitted under this Section 3.2 or the limit established by the Employer
in the Adoption Agreement for such Plan Year and a pro-rata portion shall be
withheld from each payment of Salary to such Member for the balance of the Plan
Year remaining after the election takes effect. All such 401(k) deferrals shall
be separately accounted for, nonforfeitable and distributed under the terms and
conditions described under Article VII with and in addition to any other benefit
to which the Member is entitled hereunder. A Member may change his 401 (k)
deferral rate or suspend his 401(k) deferrals as designated in the Adoption
Agreement, but reduced or suspended deferrals may not subsequently be made up.

Notwithstanding any other provision of the Plan, no Member may make 401 (k)
deferrals during any Plan Year in excess of $7,000 multiplied by the adjustment
factor as provided by the Secretary of the Treasury. The adjustment factor shall
mean the cost of living adjustment factor prescribed by the Secretary of the
Treasury under Section 402(g)(5) of the Code for years beginning after December
31, 1987, as applied to such items and in such manner as the Secretary shall
provide. In the event that the aggregate amount of such 401 (k) deferrals for a
Member exceeds the limitation in the previous sentence, the amount of such
excess, increased by any income and decreased by any losses attributable
thereto, shall be refunded to such Member no later than the April 15 of the Plan
Year following the Plan Year for which the 401 (k) deferrals were made. If a
Member also participates, in any Plan Year, in any other plans subject to the
limitations set forth in Section 402(8) of the Code and has made excess 401(k)
deferrals under this Plan when combined with the other plans subject to such
limits, to the extent the Member, in writing designates to the TPA any 401 (k)
deferrals under this Plan as excess deferrals by no later than the March 1 of
the Plan Year following the Plan Year for which the 401 (k) deferrals were made,
the amount of such designated excess, increased by any income and decreased by
any losses attributable thereto, shall be refunded to the Member no later than
the April 15 of the Plan Year following the Plan Year for which the 401 (k)
deferrals were made.

                                       9

<PAGE>


Section 3.3       Transfer of Funds and Rollover Contributions by Members

Each Member may elect to make, directly or indirectly, a rollover contribution
to the Plan of amounts held on his behalf in (i) an employee benefit plan
qualified under Section 401 (a) of the Code, or (ii) an individual retirement
account or annuity as described in Section 408(d)(3) of the Code. All such
amounts shall be certified in form and substance satisfactory to the Plan
Administrator by the Member as being all or part of an "eligible rollover
distribution" or a "rollover contribution" within the meaning of Section
402(c)(4) or Section 408(d)(3), respectively, of the Code. Such rollover
amounts, along with the earnings related thereto, will be accounted for
separately from any other amounts in the Member's Account. A Member shall have a
nonforfeitable vested interest in all such rollover amounts.

The Employer may, at its option, permit Employees who have not satisfied the
eligibility requirements designated in the Adoption Agreement to make a rollover
contribution to the Plan.

The Trustee of the Plan may also accept a direct transfer of funds, which meets
the requirements of Section 1.411 (d)-4 of the IRS Regulations, from a plan
which the Trustee reasonably believes to be qualified under Section 401 (a) of
the Code in which an Employee was, is, or will become, as the case may be, a
participant. If the funds so directly transferred are transferred from a
retirement plan subject to Code Section 401(a)(11), then such funds shall be
accounted for separately and any subsequent distribution of those funds, and
earnings thereon, shall be subject to the provisions of Section 7.3 which are
applicable when an Employer elects to provide an annuity option under the Plan.

Section 3.4       Employer Contributions - General

The Employer may elect to make regular or discretionary contributions under the
Plan. Such Employer contributions may be in the form of (i) matching
contributions, (ii) basic contributions, (iii) safe harbor CODA contributions
and/or (iv) profit sharing contributions as designated by the Employer in the
Adoption Agreement and/or (i) supplemental contributions and/or (ii) qualified
nonelective contributions as permitted under the Plan. Each such contribution
type shall be separately accounted for by the TPA.

Section 3.5       Employer Matching Contributions

The Employer may elect to make regular matching contributions under the Plan.
Such matching contributions on behalf of any Member shall be conditioned upon
the Member making after-tax contributions under Section 3.1 and/or 401(k)
deferrals under Sections 3.2 and 3.9.

If so adopted, the Employer shall contribute under the Plan on behalf of each of
its Members an amount equal to a percentage (as specified by the Employer in the
Adoption Agreement) of the Member's after-tax contributions and/or 401 (k)
deferrals not in excess of a maximum percentage as specified by the Employer in
the Adoption Agreement (in increments of 1 %) of his Salary. The percentage
elected by the Employer shall based on a formula not to exceed 200% or in
accordance with one of the schedules of matching contribution formulas listed
below, and must be uniformly applicable to all Members.

                         Years of Employment                  Matching %
                         -------------------                  ----------
Formula Step 1           Less than 3                          50%
                         At least 3 but less than 575%
                         5 or more                            100%

Formula Step 2           Less than 3                          100%
                         At least 3 but less than 5150%
                         5 or more                            200%

                                       10
<PAGE>

Section 3.6       Employer Basic Contributions

The Employer may elect to make regular basic contributions under the Plan. Such
basic contributions on behalf of any Member shall not be conditioned upon the
Member making after-tax contributions and/or (401(k) deferrals under this
Article III. If so adopted, the Employer shall contribute to the Plan on behalf
of each Member (as specified by the Employer in the Adoption Agreement) an
amount equal to a percentage not to exceed 15% (as specified by the Employer in
the Adoption Agreement) in increments of 1 % of the Member's Salary. The
percentage elected by the Employer shall be uniformly applicable to all Members.
The Employer may elect, if basic contributions are made on behalf of its Members
on a monthly basis, to restrict the allocation of such basic contribution to
those Members who were employed with the Employer on the last day of the month
for which the basic contribution is made.

Section 3.7       Supplemental Contributions by Employer

An Employer may, at its option, make a supplemental contribution under Formula
(1) or (2) below;

Formula (1)       A uniform  percentage  (as  specified by the  Employer) of
                  each  Member's  contributions  not  in  excess  of  a  maximum
                  percentage  (if the Employer  elects to impose such a maximum)
                  of the Member's  Salary which were received by the Plan during
                  the  Plan  Year  with   respect  to  which  the   supplemental
                  contribution  relates.  If the Employer  elects to make such a
                  supplemental  contribution,  it shall be made on or before the
                  last day of the second  month in the Plan Year  following  the
                  Plan Year described in the preceding sentence on behalf of all
                  those  Members who were employed with the Employer on the last
                  working  day of the  Plan  Year  with  respect  to  which  the
                  supplemental contribution relates.

Formula (2)       A uniform dollar amount per Member or a uniform percentage
                  (limited  to a  specific  dollar  amount,  if  elected  by the
                  Employer)  of each  Member's  Salary for the Plan Year (or, at
                  the election of the Employer,  the Employer's  fiscal year) to
                  which the supplemental  contribution  relates. If the Employer
                  elects to make such a supplemental  contribution,  it shall be
                  made within the time prescribed by law,  including  extensions
                  of time,  for  filing of the  Employer's  federal  income  tax
                  return on behalf of all those  Members who were  employed with
                  the  Employer on the last working day of the Plan Year (or the
                  fiscal year) to which the supplemental  contribution  relates.
                  The Employer may, at its option,  elect to make a contribution
                  under this  paragraph  to only those  Members  whose Salary is
                  less than an amount to be  specified  by the  Employer  to the
                  extent that such Salary  limit is less than the dollar  amount
                  under Section 414(q) of the Code for such year. The percentage
                  contributed  under  this  Formula  (2)  shall  be  limited  in
                  accordance  with the  Employer's  matching  formula  and basic
                  contribution  rate,  if any,  under this Article such that the
                  sum of the Employer's  Formula (2)  supplemental  contribution
                  plus all other Employer contributions under this Article shall
                  not exceed 15% of Salary for such year.

Section 3.8       The Profit Sharing Feature

An Employer may, at its option, adopt the Profit Sharing Feature as described
herein, subject to any other provisions of the Plan, where applicable. This
Feature may be adopted either in lieu of, or in addition to, any other Plan
Feature contained in this Article III. The Profit Sharing Feature is designed to
provide the Employer a means by which to provide discretionary contributions on
behalf of Employees eligible under the Plan.

If this Profit Sharing Feature is adopted, the Employer may contribute on behalf
of each of its eligible Members, on an annual (or at the election of the
Employer, quarterly) basis for any Plan Year or fiscal

                                       11
<PAGE>

year of the Employer (as the Employer shall elect),  a discretionary  amount not
to exceed the maximum amount  allowable as a deduction to the Employer under the
provisions of Section 404 of the Code, and further  subject to the provisions of
Article X.

Any such profit sharing contribution must be received by the Trustee within the
time prescribed by law, including extensions of time, for filing of the
Employer's federal income tax return following the close of the Contribution
Determination Period on behalf of all those Members who are entitled to an
allocation of such profit sharing contribution as set forth in the Adoption
Agreement. For purposes of making the allocations described in this paragraph, a
Member who is on a Type 1 nonmilitary Leave of Absence (as defined in Sections
1.2(W) and 10.8(B)(1)) or a Type 4 military Leave of Absence (as defined in
Sections 1.20) and 10.8(B)(4)) shall be treated as if he were a Member who was
an Employee in Employment on the last day of such Contribution Determination
Period.

Profit sharing contributions shall be allocated to each Member's Account for the
Contribution Determination Period at the election of the Employer, in accordance
with one of the following options:

Profit Sharing Formula 1 -  In the same ratio as each Member's Salary during
                            such Contribution Determination Period bears to the
                            total of such Salary of all Members.

Profit Sharing Formula 2 -  In the same ratio as each Member's Salary for  the
                            portion  of the  Contribution  Determination  Period
                            during which the Member satisfied the Employer's
                            eligibility requirement(s) bears to the total of
                            such Salary of all Members.

The Employer may integrate the Profit Sharing Feature with Social Security in
accordance with the following provision. The annual (or quarterly, if
applicable) profit sharing contributions for any Contribution Determination
Period (which period shall include, for the purposes of the following maximum
integration levels provided hereunder where the Employer has elected quarterly
allocations of contributions, the four quarters of a Plan Year or fiscal year)
shall be allocated to each Member's Account at the election of the Employer, in
accordance with one of the following options:

Profit Sharing Formula 3 -   In a uniform  percentage  (as  specified  by  the
                             Employer  in  the  Adoption Agreement)  of each
                             Member's  Salary  during  the  Contribution
                             Determination Period (the "Base  Contribution
                             Percentage"),  plus a uniform  percentage  (as
                             specified by the Employer in the Adoption
                             Agreement) of each  Member's  Salary for the
                             Contribution  Determination Period in excess of the
                             Social Security Taxable Wage Base for such
                             Contribution  Determination  Period  (the  "Excess
                             Contribution Percentage").

Profit Sharing Formula 4 -   In a  uniform  percentage  (as  specified  by the
                             Employer in the Adoption Agreement) of each
                             Member's  Salary  for  the  portion  of the
                             Contribution Determination   Period  during  which
                             the  Member   satisfied  the Employer's eligibility
                             requirement(s), if any, up to the Base Contribution
                             Percentage for such  Contribution   Determination
                             Period,  plus  a  uniform  percentage (as specified
                             by the Employer in the Adoption  Agreement) of each
                             Member's Salary for the portion of the Contribution
                             Determination  Period  during  which the Member
                             satisfied the Employer's eligibility
                             requirement(s),  equal  to the Excess Contribution
                             Percentage.

                                       12
<PAGE>

The Excess Contribution Percentage described in Profit Sharing Formulas 3 and 4
above may not exceed the lesser of (i) the Base Contribution Percentage, or (ii)
the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code
Section 3111 (a) tax imposed on employers under the Federal Insurance
Contributions Act (as in effect as of the beginning of the Plan Year) which is
attributable to old-age insurance. For purposes of this Subparagraph,
"compensation" as defined in Section 414(s) of the Code shall be substituted for
"Salary" in determining the Excess Contribution Percentage and the Base
Contribution Percentage.

Notwithstanding the foregoing, the Employer may not adopt the Social Security
integration options provided above if any other integrated defined contribution
or defined benefit plan is maintained by the Employer during any Contribution
Determination Period.

Section 3.9       The 401(k) Feature

The Employer may, at its option, adopt the 401 (k) Feature described hereunder
and in Section 3.2 above for the exclusive purpose of permitting its Members to
make 401(k) deferrals to the Plan.

The Employer may make, apart from any matching contributions it may elect to
make, Employer qualified nonelective contributions as defined in Section 1 .401
(k)-1(g)(13) of the Regulations. The amount of such contributions shall not
exceed 15% of the Salary of all Members eligible to share in the allocation when
combined with all Employer contributions (including 401 (k) elective deferrals)
to the Plan for such Plan Year. Allocation of such contributions shall be made,
at the election of the Employer, to the accounts of (i) all Members, or (ii)
only Members who are not Highly Compensated Employees. Allocation of such
contributions shall be made, at the election of the Employer, in the ratio (i)
which each eligible Member's Salary for the Plan Year bears to the total Salary
of all eligible Members for such Plan Year, or (ii) which each eligible Member's
Salary not in excess of a fixed dollar amount specified by the Employer for the
Plan Year bears to the total Salary of all eligible Members taking into account
Salary for each such Member not in excess of the specified dollar amount.
Notwithstanding any provision of the Plan to the contrary, such contributions
shall be subject to the same vesting requirements and distribution restrictions
as Members' 401(k) deferrals and shall not be conditioned on any election or
contribution of the Member under the 401 (k) feature. Any such contributions
must be made on or before the last day of the second month after the Plan Year
to which the contribution relates. Further, for purposes of the actual deferral
percentage or actual contribution percentage tests described below, the Employer
may apply (in accordance with applicable Regulations) all or any portion of the
Employer qualified nonelective contributions for the Plan Year toward the
satisfaction of the actual deferral percentage test. Any remaining Employer
qualified nonelective contributions not utilized to satisfy the actual deferral
percentage test may be applied (in accordance with applicable Regulations) to
satisfy the actual contribution percentage test.

Effective for Plan Years beginning after December 31, 1996, the actual deferral
percentages for Highly Compensated Employees shall, in accordance with the Code
and IRS Regulations, satisfy either (i) or (ii) as follows:

(i)      Prior Year Testing:
         Notwithstanding any other provision of this 401(k) Feature, the actual
         deferral percentage for a Plan Year for Members who are Highly
         Compensated Employees for such Plan Year and the prior year's actual
         deferral percentage for Members who were Non-Highly Compensated
         Employees for the prior Plan Year must satisfy one of the following
         tests:

         (a)   the actual deferral percentage for a Plan Year for Members who
               are Highly Compensated Employees for the Plan Year shall not
               exceed the prior year's actual deferral percentage of


                                       13
<PAGE>

               those Members who are not Highly Compensated Employees for the
               prior Plan Year multiplied by 1.25; or

         (b)   the actual  deferral  percentage  for a Plan Year for Members who
               are  Highly  Compensated  Employees  for the Plan Year  shall not
               exceed the prior year's actual  deferral  percentage  for Members
               who were Non-Highly Compensated Employees for the prior Plan Year
               multiplied by 2.0,  provided that the actual deferral  percentage
               for Members who are Highly Compensated  Employees does not exceed
               the actual  deferral  percentage for Members who were  Non-Highly
               Compensated  Employees  in the  prior  Plan  Year by more  than 2
               percentage points. This determination shall be made in accordance
               with the procedure described in Section 3.10 below.

               For the first Plan Year that the Plan  permits any Member to make
               elective deferrals and this is not a successor plan, for purposes
               of the foregoing tests, the prior year's  Non-Highly  Compensated
               Employees'  actual deferral  percentage shall be 3 percent unless
               the  Employer  has elected in the  Adoption  Agreement to use the
               current Plan Year's actual deferral percentage for these Members.
               The Employer  may elect in the Adoption  Agreement to change from
               the Prior Year Testing  method to the Current Year Testing method
               in accordance with the Code and IRS Regulations.

(ii)     Current Year Testing:

         If elected by the Employer in the Adoption Agreement, the actual
         deferral percentage tests in (a) and (b) above, will be applied by
         comparing the current Plan Year's actual deferral percentage for
         Members who are Highly Compensated Employees for such Plan Year with
         the current Plan Year's actual deferral percentage for Members who are
         Non-Highly Compensated Employees for such year. Once made, this
         election can only be changed and the Prior Year Testing method applied
         if the Plan meets the requirements for changing to Prior Year Testing
         set forth in IRS Notice 98-1 (or superseding guidance).

Section 3.10      Determining the Actual Deferral Percentages

For purposes of this 401(k) Feature, the actual deferral percentage for a Plan
Year means, for a specified group of Members for a Plan Year, the average of the
ratios (calculated separately for each Member in such group) of (a) the amount
of 401 (k) deferrals (including, as provided in Section 3.9, any Employer
qualified nonelective contributions) made to the Member's account for the Plan
Year, to (b) the amount of the Member's compensation (as defined in Section
414(s) of the Code) for the Plan Year or, alternatively, where specifically
elected by the Employer, for only that part of the Plan Year during which the
Member was eligible to participate in the Plan.

An Employee's actual deferral percentage shall be zero if no 401 (k) deferral
(or, as provided in Section 3.9, Employer qualified nonelective contribution) is
made by him or on his behalf for such applicable Plan Year. If the Plan and one
or more other plans which include cash or deferred arrangements are considered
as one plan for purposes of Sections 401(a)(4) and 410(b) of the Code, the cash
or deferred arrangements included in such plans shall be treated as one
arrangement for purposes of this 401 (k) Feature.

The TPA shall determine as of the end of the Plan Year whether one of the actual
deferral percentage tests specified in Section 3.9 above is satisfied for such
Plan Year. This determination shall be made after first determining the
treatment of excess deferrals within the meaning of Section 402(g) of the Code
under Section 3.2 above. In the event that neither of such actual deferral
percentage tests is satisfied, the TPA shall, to the extent permissible under
the Code and the IRS Regulations, refund the excess contributions

                                       14
<PAGE>

for the Plan Year in the  following  order of priority:  by (i)  refunding  such
amounts  deferred by the Member which were not matched by his Employer  (and any
earnings and losses allocable thereto),  and (ii) refunding amounts deferred for
such Plan Year by the Member (and any  earnings and losses  allocable  thereto),
and, to the extent  permitted  under the Code and  applicable  IRS  Regulations,
forfeiting  amounts  contributed for such Plan Year by the Employer with respect
to the Member's  401(k)  deferrals that are returned  pursuant to this Paragraph
(and any earnings and losses allocable thereto).

The distribution of such excess contributions shall be made to Highly
Compensated Employees to the extent practicable before the 15th day of the third
month immediately following the Plan Year for which such excess contributions
were made, but in no event later than the end of the Plan Year following such
Plan Year or, in the case of the termination of the Plan in accordance with
Article XI, no later than the end of the twelvemonth period immediately
following the date of such termination.

For purposes of this 401 (k) Feature, "excess contributions" means, with respect
to any Plan Year, the excess of the aggregate amount of 401(k) deferrals (and
any other amounts contributed by the Employer that are taken into account in
determining the actual deferral percentage of Highly Compensated Employees for
such Plan Year) (collectively, "401 (k) amounts") made to the accounts of Highly
Compensated Employees for such Plan Year, over the maximum amount of such
deferrals that could be made by such Members without violating the requirements
described above. The excess contributions to be distributed shall be determined
by reducing 401 (k) amounts made by or on behalf of Highly Compensated Employees
beginning with the Highly Compensated Employee with the largest 401 (k) amounts
for the Plan Year until such amount is reduced to be equal to the Highly
Compensated Employee with the next largest 401(k) amount. The procedure
described in the preceding sentence shall be repeated until all excess
contributions have been eliminated and, as applicable, refunded.

Section 3.11      Determining the Actual Contribution Percentages

Notwithstanding any other provision of this Section 3.11, effective for Plan
Years beginning after December 31, 1996, the actual contribution percentage for
the Plan Year for Highly Compensated Employees shall, in accordance with the
Code and IRS Regulations, satisfy either (i) or (ii) as follows:

(i)      Prior Year Testing

         (a)   the actual contribution percentage for a Plan Year for Members
               who are Highly Compensated Employees for the Plan Year shall not
               exceed the prior Plan Year's actual contribution percentage for
               Members who were Non-Highly Compensated Employees for the prior
               Plan Year multiplied by 1 .25, or

         (b)   the actual contribution percentage for Members who are Highly
               Compensated Employees for the Plan Year shall not exceed the
               prior year's actual contribution percentage for Members who were
               Non-Highly Compensated Employees for the prior Plan Year
               multiplied by 2, provided that the actual contribution percentage
               for Members who are Highly Compensated Employees does not exceed
               the actual contribution percentage for Members who were
               Non-Highly Compensated Employees: in the prior Plan Year by more
               than 2 percentage points.

         For the first Plan Year this Plan permits any Member to make after-tax
         contributions pursuant to Section 3.1, provides for Employer matching
         contributions (pursuant to Section 3.5), or both, and this is not a
         successor plan, for purposes of the foregoing tests, the prior Plan
         Year's Non-Highly Compensated Employees' actual contribution percentage
         shall be 3 percent unless the Employer has elected in the Adoption
         Agreement to use the current Plan Year's actual contribution percentage
         for these Members.

                                       15
<PAGE>

(ii)     Current Year Testing

         If  elected  by the  Employer  in the  Adoption  Agreement,  the actual
         contribution percentage tests in (a) and (b), above, will be applied by
         comparing the current Plan Year's actual  contribution  percentage  for
         Members who are Highly  Compensated  Employees  for such Plan Year with
         the current Plan Year's actual contribution  percentage for Members who
         are Non-Highly  Compensated  Employees for such year.  Once made,  this
         election can only be changed and the Prior Year Testing  method applied
         if the Plan meets the  requirements  for changing to Prior Year Testing
         set forth in IRS Notice 98-1 (or superseding guidance).

         For purposes of this Article III, the "actual contribution  percentage"
         for a Plan Year means for a specified  group of Employees,  the average
         of the ratios  (calculated  separately for each Employee in such group)
         of (A) the sum of (i) Member  after-tax  contributions  credited to his
         Account for the Plan Year, (ii) Employer matching  contributions and/or
         supplemental  contributions  under Formula 1 credited to his Account as
         described  in this Article for the Plan Year,  and (iii) in  accordance
         with  and to the  extent  permitted  by the  IRS  Regulations,  401 (k)
         deferrals  (and,  as provided in Section 3.9,  any  Employer  qualified
         nonelective  contributions)  credited to his Account, to (B) the amount
         of the Member's compensation (as defined in Section 414(s) of the Code)
         for the Plan Year or, alternatively,  where specifically elected by the
         Employer,  for only that part of the Plan Year during  which the Member
         was  eligible  to  participate  in  the  Plan.  An  Employee's   actual
         contribution percentage shall be zero if no such contributions are made
         by him or on his behalf for such Plan Year.

         The actual  contribution  percentage  taken into account for any Highly
         Compensated  Employee who is eligible to make Member  contributions  or
         receive  Employer  matching  contributions  under  two  or  more  plans
         described in Section 401 (a) of the Code or  arrangements  described in
         Section 401(k) of the Code that are maintained by the Employer shall be
         determined as if all such contributions were made under a single plan.

         The TPA shall  determine  as of the end of the Plan Year whether one of
         the actual  contribution  percentage tests specified above is satisfied
         for such  Plan  Year.  This  determination  shall be made  after  first
         determining  the  treatment of excess  deferrals  within the meaning of
         Section 402(9) of the Code under Section 3.2 above and then determining
         the treatment of excess  contributions under Section 3.10 above. In the
         event  that  neither  of the actual  contribution  percentage  tests is
         satisfied,  the TPA shall (i) refund the excess aggregate contributions
         to the extent attributable to Member after-tax contributions and vested
         matching  contributions  for  which  the  underlying  Member  after-tax
         contributions  or 401 (k) deferrals are not subject to correction under
         the actual deferral percentage or actual contribution  percentage tests
         for such year (and any income  related  thereto)  and (ii)  forfeit the
         excess aggregate contributions to the extent attributable to non vested
         Employer   matching   contributions   and  vested   Employer   matching
         contributions for which the underlying  Member after-tax  contributions
         or 401 (k)  deferrals  are  subject  to  correction  under  the  actual
         deferral  percentage or actual  contribution  percentage tests for such
         year (and any income related thereto), in the manner described below.

         For  purposes of this  Article III,  "excess  aggregate  contributions"
         means,  with  respect to any Plan Year and with  respect to any Member,
         the excess of the aggregate amount of  contributions  (and any earnings
         and  losses   allocable   thereto)   made  as  (i)   Member   after-tax
         contributions  credited to his Account for the Plan Year, (ii) Employer
         matching contributions and/or supplemental  contributions under Formula
         1 credited to his  Account as  described  in this  Article for the Plan
         Year, and (iii) in accordance  with and to the extent  permitted by the
         IRS  Regulations,  401 (k) deferrals  (and, as provided in Section 3.9,
         any  Employer  qualified  nonelective  contributions)  credited  to his
         Account (if the Plan  Administrator  elects to take into  account  such
         deferrals and contributions when calculating

                                       16
<PAGE>

         the actual contribution percentage) of Highly Compensated Employees for
         such Plan Year,  over the  maximum  amount of such  contributions  that
         could  be made as  Employer  contributions,  Member  contributions  and
         401(k) deferrals of such Members without  violating the requirements of
         any Subparagraph of this Section 3.11.

         To the  extent  excess  aggregate  contributions  must be  refunded  or
         forfeited for a Plan Year, such excess amounts will be refunded (or, as
         applicable,  forfeited) first to the Highly Compensated  Employees with
         the largest  Contribution  Percentage  Amounts (as defined below) taken
         into account in calculating the actual contribution percentage test for
         the year the excess arose and continuing in descending  order until all
         the excess  aggregate  contributions  are refunded (or, as  applicable,
         forfeited).  For  purposes  for the  preceding  sentence,  the "largest
         amount"  is  determined  after  distribution  of any  excess  aggregate
         contributions. For purposes of this paragraph, "Contribution Percentage
         Amounts"  means the sum of  Member  after-tax  contributions,  Employer
         matching  contributions,   Employer  supplemental  contributions  under
         Formula (1), and qualified  matching  contributions ( to the extent not
         taken into account for purposes of the actual deferral percentage test)
         made under the Plan on behalf of the Member for the Plan Year. However,
         such  Contribution   Percentage  Amounts  shall  not  include  Employer
         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.

         The refund or forfeiture of such excess aggregate  contributions  shall
         be made with respect to such Highly Compensated Employees to the extent
         practicable  before  the  15th  day  of  the  third  month  immediately
         following the Plan Year for which such excess  aggregate  contributions
         were  made,  but in no  event  later  than  the  end of the  Plan  Year
         following such Plan Year or, in the case of the termination of the Plan
         in  accordance   with  Article  XI,  no  later  than  the  end  of  the
         twelve-month period immediately following the date of such termination.

Section 3.12      The Aggregate Limit Test

Notwithstanding any other provision of the Plan, effective for Plan Years
beginning after December 31, 1996, the sum of the actual deferral percentage and
the actual contribution percentage determined in accordance with the procedures
described above of those Employees who are Highly Compensated Employees may not
exceed the aggregate limit as determined below.

For purposes of this Article III, the "aggregate limit" for a Plan Year is the
greater of:

    (1) The sum of:
         (a)    1.25 times the greater of the actual deferral percentage of the
                Non-Highly Compensated Employees for the prior Plan Year or the
                actual contribution percentage of the Non-Highly Compensated
                Employees for the Plan Year, and

        (b)     two percentage points plus the lesser of the actual deferral
                percentage or actual contribution percentage referred to in (a)
                above. In no event, however, shall the percentages described in
                the preceding sentence exceed two times the lesser of the
                relevant actual deferral percentage or the relevant actual
                contribution percentage; or

    (2) The sum of:
         (a)    1 .25 times the lesser of the actual deferral percentage of the
                Non-Highly Compensated Employees for the prior Plan Year or the
                actual contribution percentage of the Non-Highly Compensated
                Employees for the Plan Year, and

                                       17
<PAGE>

         (b)    two percentage points plus the greater of the actual deferral
                percentage or the actual contribution percentage referred to in
                (a) above. In no event, however, shall the percentage described
                in the preceding sentence exceed two times the greater of the
                relevant actual deferral percentage or the relevant actual
                contribution percentage; provided, however, that if a less
                restrictive limitation is prescribed by the IRS, such limitation
                shall be used in lieu of the foregoing. The calculation of the
                aggregate limit, as defined above, shall be determined in
                accordance with the Code and the IRS Regulations.

The TPA shall determine as of the end of the Plan Year whether the aggregate
limit has been exceeded. This determination shall be made after first
determining the treatment of excess deferrals within the meaning of Section
402(g) of the Code under Section 3.2 above, then determining the treatment of
excess contributions under Section 3.10 above, and then determining the
treatment of excess aggregate contributions under this. Article III. In the
event that the aggregate limit is exceeded, the actual contribution percentage
of those Employees who are Highly Compensated Employees shall be reduced in the
same manner as described in Section 3.11 of this Article until the aggregate
limit is no longer exceeded, unless the TPA designates, in lieu of the reduction
of the actual contribution percentage, a reduction in the actual deferral
percentage of those Employees who are Highly Compensated Employees, which
reduction shall occur in the same manner as described in Section 3.10 of this
Article until the aggregate limit is no longer exceeded. Notwithstanding the
provisions of Sections 3.2 and 3.10 above, the amount of excess contributions to
be distributed, with respect to a Member for a Plan Year, shall be reduced by
any excess deferrals distributed to such Member for such Plan Year.

If the Employer has elected in the Adoption Agreement to use the Current Year
Testing method, then, in calculating the aggregate limit for a particular Plan
Year, the Non-Highly Compensated Employees' actual deferral percentage and
actual contribution percentage for that Plan Year, instead of the prior Plan
Year, is used.

Section 3.13      Remittance of Contributions

The contributions of both the Employer and the Plan Members shall be recorded by
the Employer and remitted to the TPA for transmittal to the Trustee or custodian
or directly to the Trustee or custodian so that (i) in the case of Employer
contributions the Trustee or custodian shall be in receipt thereof by the 15th
day of the month next following the month in respect of which such contributions
are payable and (ii) in the case of Member after-tax contributions and 401 (k)
deferrals, the Trustee or custodian shall be in receipt thereof by the 15th
business day of the month following the month in which the Member contributions
are received by the Employer or the 15th business day of the month following the
month in which such amount would otherwise have been payable to the Member in
cash. Such amounts shall be used to provide additional Units pursuant to Article
V.

Section 3.14      Safe Harbor CODA

If the Employer has elected the safe harbor CODA option in the Adoption
Agreement, the provisions of this Section 3.14 shall apply for the Plan Year and
any provisions relating to the actual deferral percentage test described in
ss.401(k)(3) of the Code or the actual contribution percentage test described in
ss.401(m)(2) of the Code do not apply. To the extent that any other provision of
the Plan is inconsistent with the provisions of this section, the provisions of
this section govern.

(A)     Actual Deferral Percentage Test Safe Harbor

        (1)     Unless the Employer elects in the Adoption Agreement to make
                Enhanced Matching Contributions (as provided in the Adoption
                Agreement) or safe harbor nonelective

                                       18
<PAGE>

                contributions,  the  Employer  will  contribute  monthly  or  on
                another  periodic basis for the Plan Year a safe harbor matching
                contribution  to the Plan on  behalf of each  eligible  Employee
                equal to (i) 100 percent of the amount of the Employee's 401 (k)
                deferrals that do not exceed 3 percent of the Employee's  Salary
                for the Plan  Year,  plus (ii) 50  percent  of the amount of the
                Employee's  401(k)  deferrals  that  exceed  3  percent  of  the
                Employee's  Salary  but  that do not  exceed  5  percent  of the
                Employee's Salary ("Basic Matching Contributions").

        (2)     The Member's benefit derived from ADP Test Safe Harbor
                Contributions is nonforfeitable and may not be distributed
                earlier than separation from service, death, disability, an
                event described in ss.401(k)(10) of the Code, or the attainment
                of age 591/2. In addition, such contributions must satisfy the
                ADP Test Safe Harbor without regard to permitted disparity under
                ss.401 (I) of the Code.

        (3)     At least 30 days, but not more than 90 days, before the
                beginning of the Plan Year, the Employer will provide each
                Eligible Employee a comprehensive notice of the Employee's
                rights and obligations under the Plan, written in a manner
                calculated to be understood by the average Eligible Employee. If
                an Employee becomes eligible after the 90`h day before the
                beginning of the Plan Year and does not receive the notice for
                that reason, the notice must be provided no more than 90 days
                before the Employee becomes eligible but not later than the date
                the Employee becomes eligible.

        (4)     In addition to any other election periods provided under the
                Plan, each Eligible Employee may make or modify a deferral
                election during the 30-day period immediately following receipt
                of the notice described above.

                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS

Section 4.1       Investment by Trustee or Custodian

All contributions to the Plan shall, upon receipt by the TPA, be delivered to
the Trustee or custodian to be held in the Trust Fund and invested and
distributed by the Trustee or custodian in accordance with the provisions of the
Plan and Trust Agreement. The Trust Fund shall consist of one or more of the
Investment Funds or other applicable investment vehicles designated by the
Employer in the Adoption Agreement.

With the exception of the Employer Stock Fund or, if applicable, the Employer
Certificate of Deposit Fund, the Trustee may in its discretion invest any
amounts held by it in any Investment Fund in any commingled or group trust fund
described in Section 401 (a) of the Code and exempt under Section 501 (a) of the
Code or in any common trust fund exempt under Section 584 of the Code, provided
that such trust fund satisfies any requirements of the Plan applicable to such
Investment Funds. To the extent that the Investment Funds are at any time
invested in any commingled, group or common trust fund, the declaration of trust
or other instrument pertaining to such fund and any amendments thereto are
hereby adopted as part of the Plan.

The Employer will designate in the Adoption Agreement which of the Investment
Funds or other applicable investment vehicles will be made available to Members
and the terms and conditions under which such Funds will operate with respect to
employee direction of allocations to and among such designated Funds and the
types of contributions and/or deferrals eligible for investment therein.


                                       19
<PAGE>

To the extent made available under the Plan, the Employer may elect, in the
Adoption Agreement, to allow Members to direct the investment of their Accounts,
pursuant to, and in accordance with, such rules and procedures as may be
prescribed by the Employer or the Plan Sponsor, to a self-directed brokerage
account.

Section 4.2       Member Directed Investments

To the extent permitted by the Employer as set forth in the Adoption Agreement,
each Member shall direct in writing that his contributions and deferrals, if
any, and the contributions made by the Employer on his behalf shall be invested
(a) entirely in any one of the investment vehicles made available by the
Employer, or (b) among the available investment vehicles in any combination of
multiples of 1 %. If a Member has made any Rollover contributions in accordance
with Article III, Section 3.3, such Member may elect to apply separate
investment directions to such rollover amounts. Any such investment direction
shall be followed by the TPA until changed. Subject to the provisions of the
following paragraphs of this Section, as designated in the Adoption Agreement, a
Member may change his investment direction as to future contributions and also
as to the value of his accumulated Units in each of the available investments by
filing written notice with the TPA. Such directed change(s) will become
effective upon the Valuation Date coinciding with or next following the date
which his notice was received by the TPA or as soon as administratively
practicable thereafter. If the Adoption Agreement provides for Member directed
investments, and if a Member does not make a written designation of an
Investment Fund or Funds, or other investment vehicle, the Employer or its
designee shall direct the Trustee to invest all amounts held or received on
account of the Member in the Investment Fund which in the opinion of the
Employer best protects principal.

Except as otherwise provided below, a Member may not direct a transfer from the
Stable Value Fund to the Government Money Market Fund or the Employer
Certificate of Deposit Fund. A Member may direct a transfer from any other
investment vehicle to the Government Money Market Fund or the Employer
Certificate of Deposit Fund provided that amounts previously transferred from
the Stable Value Fund to such investment vehicle remain in such vehicle for a
period of three months prior to being transferred to the Government Money Market
Fund or the Employer Certificate of Deposit Fund.

Section 4.3       Employer Securities

If the Employer so elects in the Adoption Agreement, the Employer and/or Members
may direct that contributions will be invested in Qualifying Employer Securities
(within the meaning of Section 407(d)(5) of ERISA) through the Employer Stock
Fund.

                                    ARTICLE V
                     MEMBERS' ACCOUNTS, UNITS AND VALUATION

The TPA shall establish and maintain an Account for each Member showing his
interests in the available Investment Funds or other applicable investments, as
designated by the Employer in the Adoption Agreement. The interest in each
Investment Fund shall be represented by Units.

As of each Valuation Date, the value of a Unit in each Investment Fund shall be
determined by dividing (a) the sum of the net assets at market value determined
by the Trustee by (b) the total number of outstanding Units.

The number of additional Units to be credited to a Member's interest in each
available Investment Fund, as of any Valuation Date, shall be determined by
dividing (a) that portion of the aggregate contributions

                                       20
<PAGE>

and/or  deferrals  by and on  behalf of the  Member  which  was  directed  to be
invested  in such  Investment  Fund and  received by the Trustee by (b) the Unit
value of such investment Fund.

The value of a Member's Account may be determined as of any Valuation Date by
multiplying the number of Units to his credit in each available Investment Fund
by that Investment Fund's Unit value on such date and aggregating the results.
If, and to the extent, a Member's Account is invested pursuant to a
self-directed brokerage account, the investments held in that account shall be
valued by the brokerage firm maintaining such account in accordance with such
procedures as may be determined by such brokerage firm.

                                   ARTICLE VI
                               VESTING OF ACCOUNTS

Section 6.1       Vesting of Member Contributions, 401(k) Deferrals, Qualified
                  Nonelective  Contributions, and Rollover Contributions

All Units credited to a Member's Account based on after-tax contributions and/or
4011 k) deferrals made by the Member and any earnings related thereto (including
any rollover contributions allocated to a Member's Account under the Plan and
any earnings thereon) and, as provided in Section 3.9, Employer qualified
nonelective contributions made on behalf of such Member shall be immediately and
fully vested at all times.

Section 6.2         Vesting of Employer Contributions

Except as provided in Section 6.1, the Employer may, at its option, elect one of
the available vesting schedules described herein for each of the employer
contribution types applicable under the Plan as designated in the Adoption
Agreement.

Schedule 1:       All applicable Employer contributions (and related earnings)
                  shall be immediately and fully vested. If the eligibility
                  requirement(s) selected by the Employer under the Plan
                  require(s) that an Employee complete a service period which is
                  longer than 12 consecutive months, this vesting Schedule 1
                  shall be automatically applicable.

Schedule 2:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

         Completed Years of                   Vested
              Employment                    Percentage
         ------------------                 ----------
         Less than 2                            0%
         2 but less than 3                     20%
         3 but less than 4                     40%
         4 but less than 5                     60%
         5 but less than 6                     80%
         6 or more                            100%


                                       21
<PAGE>



Schedule 3:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

         Completed Years of                   Vested
              Employment                    Percentage
         ------------------                 ----------
         Less than 5                            0%
         5 or more                            100%

Schedule 4:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

         Completed Years of                   Vested
              Employment                    Percentage
         ------------------                 ----------
         Less than 3                            0%
         3 or more                            100%

Schedule 5:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

         Completed Years of                   Vested
              Employment                    Percentage
         ------------------                 ----------
        Less than 1                             0%
        1 but less than 2                      25%
        2 but less than 3                      50%
        3 but less than 4                      75%
        4 or more                             100%

Schedule 6:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

         Completed Years of                   Vested
              Employment                    Percentage
         ------------------                 ----------
        Less than 3                            0%
        3 but less than 4                     20%
        4 but less than 5                     40%
        5 but less than 6                     60%
        6 but less than 7                     80%
        7 or more                            100%

Schedule 7:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth in the
                  Adoption Agreement prescribed by the Employer in accordance
                  with applicable law.


                                       22
<PAGE>

Notwithstanding the vesting schedules above, a Member's interest in his Account
shall become 100% vested in the event that (i) the Member dies while in service
with the Employer and the TPA has received notification of death, (ii) the
Member has been approved for Disability, pursuant to the provisions of Article
VII, and the TPA has received notification of Disability, or (iii) the Member
has attained Normal Retirement Age while in service with the Employer.

Except as otherwise provided hereunder, in the event that the Employer adopts
the Plan as a successor plan to another defined contribution plan qualified
under Sections 401 (a) and 501 (a) of the Code, or in the event that the
Employer changes or amends a vesting schedule adopted under this Article, any
Member who was covered under such predecessor plan or, the pre-amendment vesting
schedule under the Plan, and has completed at least 3 Years of Employment (or,
as applicable, 3 years of service) may elect to have the nonforfeitable
percentage of the portion of his Account which is subject to such vesting
schedule computed under such predecessor plan's vesting provisions, or computed
without regard to such change or amendment under the Plan (a "Vesting
Election"). Any Vesting Election shall be made by notifying the TPA in writing
within the election period hereinafter described. The election period shall
begin on the date such amendment is adopted or the date such change is
effective, or the date the Plan, which serves as a successor plan, is adopted or
effective, as the case may be, and shall end no earlier than the latest of the
following dates: (i) the date which is 60 days after the day such amendment is
adopted; (ii) the date which is 60 days after the day such amendment or change
becomes effective; NO the date which is 60 days after the day the Member is
given written notice of such amendment or change by the TPA; (iv) the date which
is 60 days after the day the Plan is adopted by the Employer or becomes
effective; or (v) the date which is 60 days after the day the Member is given
written notice that the Plan has been designated as a successor plan. Any such
election, once made, shall be irrevocable.

To the extent permitted under the Code and Regulations, the Employer may, at its
option, elect to treat all Members who are eligible to make a Vesting Election
as having made such Vesting Election if the vesting schedule resulting from such
an election is more favorable than the Vesting Schedule that would apply
pursuant to the Plan amendment. Furthermore, subject to the requirements of the
applicable Regulations, the Employer may elect to treat all Members, who were
employed by the Employer on or before the effective date of the change or
amendment, as subject to the prior vesting schedule, provided such prior
schedule is more favorable.

In the event that an Employer elects, in its Adoption Agreement, to use the hour
of service method for determining vesting service, Years of Service shall be
substituted for Years of Employment for all purposes under this Article VI.

Section 6.3       Forfeitures

If a Member who was partially vested in his Account on the date of his
termination of Employment returns to Employment, his Years of Employment (or, as
applicable, years of service) prior to the Break(s) in Service shall be included
in determining future vesting and, if he returns before incurring 5 consecutive
one year Breaks in Service, any amounts forfeited from his Account shall be
restored to his Account provided, however, that if such a Member has received a
distribution pursuant to Article VII, his nonvested Account shall not be
restored unless he repays to the Plan the full amount distributed to him before
the earlier of (i) 5 years after the first date on which the Member is
subsequently reemployed by the Employer, or (ii) the close of the first period
of 5 consecutive one-year Breaks in Service commencing after the withdrawal. The
amount restored to the Member's Account will be valued on the Valuation Date
coinciding with or next following the later of (i) the date the Employee is
rehired, or (ii) the date a new enrollment application is received by the TPA.
If a Member terminates Employment without any vested interest in his Account, he
shall (i) immediately be deemed to have received a total distribution of his
Account and (ii) thereupon forfeit his entire Account; provided that if such
Member returns to Employment before the number of


                                       23
<PAGE>

consecutive  one-year  Breaks in Service equals or exceeds the greater of (i) 5,
or  (ii)  the  aggregate  number  of  the  Member's  Years  Employment  (or,  as
applicable,  Years of Service) prior to such Break in Service, his Account shall
be restored in the same  manner as if such Member had been  partially  vested at
the time of his termination of Employment and had his nonvested Account restored
upon a return to  employment,  and his Years of Employment  (or, as  applicable,
Years of  Service)  prior to  incurring  the  first  Break in  Service  shall be
included in any subsequent determination of his vesting service.

Forfeited amounts, as described in the preceding paragraph, shall be made
available to the Employer, through a transfer from the Member's Account to the
Employer Credit Account, upon: (1) if the Member had a vested interest in his
Account at his termination of Employment, the earlier of (i) the date as of
which the Member receives a distribution of his entire vested interest in his
Account or (ii) the date upon which the Member incurs 5 consecutive one-year
Breaks in Service, or (2) the date of the Member's termination of Employment, if
the Member then has no vested interest in his Account. Once so transferred, such
amounts shall be used at the option of the Employer to (i) reduce administrative
expenses for that Contribution Determination Period, (ii) offset any
contributions to be made by the Employer for that Contribution Determination
Period or (iii) be allocated to all eligible Members deemed to be employed as of
the last day of the Contribution Determination Period. The Employer Credit
Account, referenced in this Subparagraph, shall be maintained to receive, in
addition to the forfeitures described above, (i) contributions in excess of the
limitations contained in Section 415 of the Code, (ii) Employer contributions
made in advance of the date allocable to Members, if any, and (iii) amounts, if
any, forfeited pursuant to Sections 3.10 and 3.11.

                                   ARTICLE VII
                          WITHDRAWALS AND DISTRIBUTIONS

Section 7.1       General Provisions

The Employer will define in the Adoption Agreement the terms and conditions
under which withdrawals and distributions will be permitted under the Plan. All
payments in respect of a Member's Account shall be made in cash from the Trust
Fund and in accordance with the provisions of this Article or Article XI except
that if the Adoption Agreement so provides, a Member may elect to have his
Account, to the extent then invested in the Employer Stock Fund, distributed in
the form of Employer Stock in accordance with the provisions of this Article or
Article XI. The amount of payment will be determined in accordance with the
value of the Member's Account on the Valuation Date coinciding with or next
following the date proper notice is filed with the TPA, unless following such
Valuation Date a decrease in the value of the Member's investment in any of the
available Investment Funds or other Account investments occurs prior to the date
the Member's Account is paid in which case that part of the payment which is
based on such investments shall equal the value of such investments determined
as of the date of payment which date shall occur as soon as administratively
practicable on or following the Valuation Date such proper notice is filed with
the TPA. If units are redeemed to make a payment of benefits, the redemption
date Unit value with respect to a Member's investment in any of the available
Investment Funds shall equal the value of a Unit in such Investment Fund, as
determined in accordance with the valuation method applicable to Unit
investments in such Investment Fund on the date the Member's investment is
redeemed.

Except where otherwise specified, payments provided under this Article will be
made in a lump sum as soon as practicable after such Valuation Date or date of
redemption, as may be applicable, subject to any applicable restriction on
redemption imposed on amounts invested in any of the available Investment Funds.


                                       24
<PAGE>


Any partial withdrawal shall be deemed to come (to the extent available for
withdrawal):
   o  First from the Member's  after-tax  contributions made prior to January 1,
      1987.
   o  Next from the Member's  after-tax  contributions  made after  December 31,
      1986 plus earnings on all of the Member's after-tax contributions.
   o  Next from the Member's rollover contributions plus earnings thereon.
   o  Next from the Employer matching contributions plus earnings thereon.
   o  Next from the Employer supplemental contributions plus earnings thereon.
   o  Next from the Employer basic contributions plus earnings thereon.
   o  Next from the  Employer  safe  harbor  CODA  contributions  plus  earnings
      thereon.
   o  Next from the Member's 401 W deferrals plus earnings thereon.
   o  Next from the Employer qualified  nonelective  contributions plus earnings
      thereon.
   o  Next from the Employer profit sharing contributions plus earnings thereon.

Section 7.2       Withdrawals While Employed

The Employer may, at its option, permit Members to make withdrawals from one or
more of the portions of their Accounts while employed by the Employer, as
designated in the Adoption Agreement, under the terms and provisions described
herein.

Voluntary Withdrawals - To the extent permitted by the Employer as specified in
the Adoption Agreement, a Member may voluntarily withdraw some or all of his
Account (other than his 401 (k) deferrals and Employer qualified nonelective
contributions treated as 401 (k) deferrals except as hereinafter permitted)
while in Employment by filing a notice of withdrawal with the TPA; provided,
however, that in the event his Employer has elected to provide annuity options
under Section 7.3, no withdrawals may be made from a married Member's Account
without the written consent of such Member's Spouse (which consent shall be
subject to the procedures set forth in Section 7.3). Only one in-service
withdrawal may be made in any Plan Year from each of the rollover amount of the
Member's Account and the remainder of the Member's Account. This restriction
shall not, however, apply to a withdrawal under this Section in conjunction with
a hardship withdrawal.

Notwithstanding the foregoing paragraph, a Member may not withdraw any matching,
basic, supplemental, profit sharing or, solely in the case of the events
described in clause -(iii) or (iv), qualified nonelective contributions made by
the Employer under Article III unless (i) the Member has completed 60 months of
participation in the Plan; (ii) the withdrawal occurs at least 24 months after
such contributions were made by the Employer; (iii) the Employer terminates the
Plan without establishing a qualified successor plan; or (iv) the Member dies,
is disabled, retires, attains age 591/2 or terminates Employment. For purposes
of the preceding requirements, if the Member's Account includes amounts which
have been transferred from a defined contribution plan established prior to the
adoption of the Plan by the Employer, the period of time during which amounts
were held on behalf of such Member and the periods of participation of such
Member under such defined contribution plan shall be taken into account.

Effective as of January 1, 1997, if an Employer does not permit Members to make
withdrawals from their Account while employed and a Member has attained age
70 1/2 prior to terminating employment with his Employer, such Member may
withdraw some or all of his Account under the terms and provisions of this
Section 7.2.

If an Employer, in the Adoption Agreement, permits Members to withdraw 401(k)
deferrals and qualified non-elective contributions (and the income allocable to
each) while employed by the Employer, such deferrals or contributions are not
distributable earlier than upon separation from service, death, disability,
attainment of age 591/2 or hardship. Such amounts may also be distributed, in
accordance with Section

                                       25
<PAGE>

401 (k)(2)(B)(i)(II) of the Code and the IRS Regulations  thereunder,  upon: (i)
termination  of  the  Plan  without  the   establishment   of  another   defined
contribution  plan other than an employee  stock  ownership  plan (as defined in
Section 4975(e)(7) or Section 409 of the Code) or a simplified  employee pension
plan  (defined  in Code  Section  408(k) or a SIMPLE IRA plan  (defined  in Code
Section  408(p)),  or (ii) the  disposition  by a  corporation  to an  unrelated
corporation  of  substantially  all of the assets (within the meaning of Section
409(d)(2) of the Code) used in a trade or business of such  corporation  if such
corporation continues to maintain this Plan after the disposition, but only with
respect to employees who continue employment with the corporation acquiring such
assets, or (iii) the disposition by a corporation to an unrelated entity of such
corporation's  interest in a subsidiary (within the meaning of Section 409(d)(3)
of the Code) if such corporation  continues to maintain this Plan, but only with
respect to employees who continue employment with such subsidiary.

Hardship Withdrawals - If designated by the Employer in the Adoption Agreement,
a Member may make a withdrawal of his 401 (k) deferrals, Employer qualified
nonelective contributions which are treated as elective deferrals, and any
earnings credited thereto prior to January 1, 1989, prior to attaining age
59 1/2, provided that the withdrawal is solely on account of an immediate and
heavy financial need and is necessary to satisfy such financial need, For the
purposes of this Article, the term "immediate and heavy financial need" shall be
limited to the need of funds for (i) the payment of medical expenses (described
in Section 213(d) of the Code) incurred by the Member, the Member's Spouse, or
any of the Member's dependents (as defined in Section 152 of the Code), (ii) the
payment of tuition and room and board for the next 12 months of post-secondary
education of the Member, the Member's Spouse, the Member's children, or any of
the Member's dependents (as defined in Section 152 of the Code), (iii) the
purchase (excluding mortgage payments) of a principal residence for the Member,
or (iv) the prevention of eviction of the Member from his principal residence or
the prevention of foreclosure on the mortgage of the Member's principal
residence. For purposes of this Article, a distribution generally may be treated
as "necessary to satisfy a financial need" if the Plan Administrator reasonably
relies upon the Member's written representation that the need cannot be relieved
(i) through reimbursement or compensation by insurance or otherwise, (ii) by
reasonable liquidation of the Member's available assets, to the extent such
liquidation would not itself cause an immediate and heavy financial need, (iii)
by cessation of Member contributions and/or deferrals pursuant to Article III of
the Plan, to the extent such contributions and/or deferrals are permitted by the
Employer, or (iv) by other distributions or nontaxable (at the time of the loan)
loans from plans maintained by the Employer or by any other employer, or by
borrowing from commercial sources on reasonable commercial terms. The amount of
any withdrawal pursuant to this Article shall not exceed the amount required to
meet the demonstrated financial hardship, including any amounts necessary to pay
any federal income taxes and penalties reasonably anticipated to result from the
distribution as certified to the Plan Administrator by the Member.

Notwithstanding the foregoing, no amounts may be withdrawn on account of
hardship pursuant to this Article prior to a Member's withdrawal of his other
available Plan assets without regard to any other withdrawal restrictions
adopted by the Employer.

Section 7.3       Distributions Upon Termination of Employment

In accordance with the provisions for distributions designated by the Employer
in the Adoption Agreement, a Member who terminates Employment with the Employer
may request a distribution of his Account at any time thereafter up to
attainment of age 70 1/2. Except as otherwise provided by the Employer in the
Adoption Agreement, a Member may withdraw all or a portion of his Account at any
time after termination of employment and any amounts paid under this Article may
not be returned to the Plan.

Any distribution made under this Section 7.3 requires that a Request for
Distribution be filed with the TPA. If a Member does not file such a Request,
the value of his Account will be paid to him as soon as practicable

                                       26
<PAGE>

after his attainment of age 70 1/2, but in no event shall payment commence later
than April 1 of the  calendar  year  following  the  calendar  year in which the
Member attains age 70 1/2 unless otherwise provided by law.

Lump Sum Payments - A Member may request a distribution of all or a part of his
Account no more frequently than once per calendar year by filing the proper
Request for Distribution with the TPA. In the event the Employer has elected to
provide an annuity option under the Plan, no distributions may be made from a
married Member's Account without the written consent of such married Member's
spouse (which consent shall be subject to the procedures set forth below).

Installment Payments - To the extent designated by the Employer in the Adoption
Agreement and in lieu of any lump sum payment of his total Account, a Member who
has terminated his Employment may elect in his Request for Distribution to be
paid in installments (no less frequently than annually), provided that a Member
shall not be permitted to elect an installment period in excess of his remaining
life expectancy (or the joint life expectancy of the Member and his designated
Beneficiary) and if a Member attempts such an election, the TPA shall deem him
to have elected the installment period with the next lowest multiple within the
Member's remaining life expectancy. For purposes of installment payments under
this Section 7.3, the Member's life expectancy (or the joint life expectancy of
the Member and his designated Beneficiary) shall not be recalculated. The amount
of each installment will be equal to the value of the total Units in the
Member's Account, multiplied by a fraction, the numerator of which is one and
the denominator of which is the number of remaining installments including the
one then being paid, so that at the end of the installment period so elected,
the total Account will be liquidated. The value of the Units will be determined
in accordance with the Unit values on the Valuation Date on or next following
the TPA's receipt of his Request for Distribution and on each anniversary
thereafter subject to applicable Regulations under Code Section 401(a)(9).
Payment will be made as soon as practicable after each such Valuation Date, but
in no event shall payment commence later than April 1 of the calendar year
following the calendar year in which the Member attains age 701/2 subject to the
procedure for making such distributions described below. The election of
installments hereunder may not be subsequently changed by the Member, except
that upon written notice to the TPA, the Member may withdraw the balance of the
Units in his Account in a lump sum at any time, notwithstanding the fact that
the Member previously received a distribution in the same calendar year.

Annuity Payments - The Employer may, at its option, elect to provide an annuity
option under the Plan. To the extent so designated by the Employer in the
Adoption Agreement and in lieu of any lump sum payment of his total Account, a
Member who has terminated his Employment may elect in his Request for
Distribution to have the value of his total Account be paid as an annuity
secured for the Member by the Plan Administrator through a individual annuity
contract purchased by the Plan. In the event the Employer elects to provide the
annuity option, the following provisions shall apply:

Unmarried Members - Any unmarried Member who has terminated his Employment may
elect, in lieu of any other available payment option, to receive a benefit
payable by purchase of a single premium contract providing for (i) a single life
annuity for the life of the Member or (ii) an annuity for the life of the Member
and, if the Member dies leaving a designated Beneficiary, a 50% survivor annuity
for the life of such designated Beneficiary.

Married Members - Except as otherwise provided below, (i) any married Member who
has terminated his Employment shall receive a benefit payable by purchase of a
single premium contract providing for a Qualified Joint and Survivor Annuity, as
defined below, and (ii) the Surviving Spouse of any married Member who dies
prior to the date payment of his benefit commences shall be entitled to a
Preretirement Survivor Annuity, as defined below. Notwithstanding the foregoing,
any such married Member may elect to receive his benefit in any other available
form, and may waive the Preretirement Survivor Annuity, in accordance with the
spousal consent requirements described herein.

                                       27
<PAGE>

For purposes of this Section 7.3, the term Qualified Joint and Survivor Annuity"
means a benefit providing an annuity for the life of the Member, ending with the
payment due on the last day of the month coinciding with or preceding the date
of his death, and, if the Member dies leaving a Surviving Spouse, a survivor
annuity for the life of such Surviving Spouse equal to one-half of the annuity
payable for the life of the Member under his Qualified Joint and Survivor
Annuity, commencing on the last day of the month following the date of the
Member's death and ending with the payment due on the first day of the month
coinciding with or preceding the date of such Surviving Spouse's death.

For purposes of this Section 7.3, the term "Preretirement Survivor Annuity"
means a benefit providing for payment of 50% of the Member's Account balance as
of the Valuation Date coinciding with or preceding the date of his death.
Payment of a Preretirement Survivor Annuity shall commence in the month
following the month in which the Member dies or as soon as practicable
thereafter; provided, however, that to the extent required by law, if the value
of the amount used to purchase a Preretirement Survivor Annuity exceeds $3,500,
then payment of the Preretirement Survivor Annuity shall not commence prior to
the date the Member reached (or would have reached, had he lived) Normal
Retirement Age without the written consent of the Member's Surviving Spouse.
Absence of any required consent will result in a deferral of payment of the
Preretirement Survivor Annuity to the month following the month in which occurs
the earlier of (i) the date the required consent is received by the TPA or (ii)
the date the Member would have reached Normal Retirement Age had he lived.

The TPA shall furnish or cause to be furnished, to each married Member with an
Account subject to this Section 7.3, explanations of the Qualified Joint and
Survivor Annuity and Preretirement Survivor Annuity. A Member may, with the
written consent of his Spouse (unless the TPA makes a written determination in
accordance with the Code and the Regulations that no such consent is required),
elect in writing (i) to receive his benefit in a single lump sum payment within
the 90-day period ending on the date payment of his benefit commences; and (ii)
to waive the Preretirement Survivor Annuity within the period beginning on the
first day of the Plan Year in which the Member attains age 35 and ending ~on the
date of his death. Any election made pursuant to this Subparagraph may be
revoked by a Member, without spousal consent, at any time within which such
election could have been made. Such an election or revocation must be made in
accordance with procedures developed by the TPA and shall be notarized.

Notwithstanding anything to the contrary, effective for Plan Years beginning
after December 31, 1996, the 90-day period in which a Member may, with the
written consent of his Spouse, elect in writing to receive his benefit in a
single lump sum shall not end before the 30`h day after the date on which
explanations of the Qualified Joint and Survivor Annuity and Preretirement
Survivor Annuity are provided. A Member may elect (with any applicable spousal
consent) to waive any requirement that the written explanation be provided at
)east 30 days before the annuity starting date (or to waive the 30-day
requirement under the preceding sentence) if the distribution commences more
than seven days after such explanation is provided.

Notwithstanding the preceding provisions of this Section 7.3, any benefit of
$3,500, subject to the limits of Article X, or less, shall be paid in cash in a
lump sum in full settlement of the Plan's liability therefor; provided, however,
that in the case of a married Member, no such lump sum payment shall be made
after benefits have commenced without the consent of the Member and his Spouse
or, if the Member has died, the Member's Surviving Spouse. Furthermore, if the
value of the benefit payable to a Member or his Surviving Spouse is greater than
$3,500 and the Member has or had not reached his Normal Retirement Age, then to
the extent required by law, unless the Member (and, if the Member is married and
his benefit is to be paid in a form other than a Qualified Joint and Survivor
Annuity, his Spouse, or, if the Member was married, his Surviving Spouse)
consents in writing to an immediate distribution of such benefit, his benefit
shall continue to be held in the Trust until a date following the earlier of (i)
the date of the TPA's receipt of all required consents or (ii) the date the
Member reaches his earliest possible Normal Retirement Age under

                                       28
<PAGE>

the Plan (or would have reached such date had he lived), and thereafter shall be
paid in accordance with this Section 7.3.

Solely to the extent required under applicable law and regulations, and
notwithstanding any provisions of the Plan to the contrary that would otherwise
limit a Distributee's election under this Subparagraph, a Distributee may elect,
at the time and in the manner prescribed by the TPA, to have any portion of an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover. For purposes of this
Subparagraph, the following terms shall have the following meanings:

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

Effective January 1, 2000, an Eligible Rollover Distribution excludes hardship
withdrawals as defined in Section 401 (k)(2)(B)(i)(IV) of the Code which are
attributable to Member's 401(k) deferrals under Treasury Regulation Section
1.401(k)-1 (d)(2)(ii).

Eligible Retirement Plan - An individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in Section 408(b)
of the Code, an annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401 (a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution.

However, in the case of an Eligible Rollover Distribution to a Surviving Spouse,
an Eligible Retirement Plan is an individual retirement account or an individual
retirement annuity.

Distributee - A Distributee may be (i) an Employee, (ii) a former Employee,
(iii) an Employee's Surviving Spouse, (iv) a former Employee's Surviving Spouse,
(v) an Employee's Spouse or former Spouse who is an alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of the Code, or
(vi) a former Employee's Spouse or former Spouse who is an alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of the Code,
with respect to the interest of the Spouse or former Spouse.

Direct Rollover - A payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

Section 7.4       Distributions Due to Disability

A Member who is separated from Employment by reason of a disability which is
expected to last in excess of 12 consecutive months and who is either (i)
eligible for, or is receiving, disability insurance benefits under the Federal
Social Security Act or (ii) approved for disability under the provisions of any
other benefit program or policy maintained by the Employer, which policy or
program is applied on a uniform and nondiscriminatory basis to all Employees of
the Employer, shall be deemed to be disabled for all purposes under the Plan.

The Plan Administrator shall determine whether a Member is disabled in
accordance with the terms of the immediately preceding paragraph; provided,
however, approval of Disability is conditioned upon notice to the Plan
Administrator of such Member's Disability within 13 months of the Member's
separation

                                       29
<PAGE>

from Employment. The notice of Disability shall include a certification that the
Member meets one or more of the criteria listed above.

Upon determination of Disability, a Member may withdraw his total Account
balance under the Plan and have such amounts paid to him in accordance with the
applicable provisions of this Article VII, as designated by the Employer. If a
disabled Member becomes reemployed subsequent to withdrawal of some or all of
his Account balance, such Member may not repay to the Plan any such withdrawn
amounts.

Section 7.5       Distributions Due to Death

Subject to the provisions of Section 7.3 above, if a married Member dies, his
Spouse, as Beneficiary, will receive a death benefit equal to the value of the
Member's Account determined on the Valuation Date on or next following the TPA's
receipt of notice that such Member died; provided, however, that if such
Member's Spouse had consented in writing to the designation of a different
Beneficiary, the Member's Account will be paid to such designated Beneficiary.
Such nonspousal designation may be revoked by the Member without spousal consent
at any time prior to the Member's death. If a Member is not married at the time
of his death, his Account will be paid to his designated Beneficiary.

A Member may elect that upon his death, his Beneficiary, pursuant to this
Section 7.5, may receive, in lieu of any lump sum payment, payment in 5 annual
installments (10 if the Spouse is the Beneficiary, provided that the Spouse's
remaining life expectancy is at least 10 years) whereby the value of 1/5th of
such Member's Units (or 1 /10th in the case of a spousal Beneficiary, provided
that the Spouse's remaining life expectancy is at least 10 years) in each
available Investment Fund will be determined in accordance with the Unit values
on the Valuation Date on or next following the TPA's receipt of notice of the
Member's death and on each anniversary of such Valuation Date. Payment will be
made as soon as practicable after each Valuation Date until the Member's Account
is exhausted. Such election may be filed at any time with the Plan Administrator
prior to the Member's death and may not be changed or revoked after such
Member's death. If such an election is not in effect at the time of the Member's
death, his Beneficiary (including any spousal Beneficiary) may elect to receive
distributions in accordance with this Article, except that any balance remaining
in the deceased Member's Account must be distributed on or before the December
31 of the calendar year which contains the 5th anniversary (the 10th anniversary
in the case of a spousal Beneficiary, provided that the Spouse's remaining life
expectancy is at least 10 years) of the Member's death. Notwithstanding the
foregoing, payment of a Member's Account shall commence not later than the
December 31 of the calendar year immediately following the calendar year in
which the Member died or, in the event such Beneficiary is the Member's
Surviving Spouse, on or before the December 31 of the calendar year in which
such Member would have attained age 70 1/2, if later (or, in either case, on any
later date prescribed by the IRS Regulations). If, upon the Spouse's or
Beneficiary's death, there is still a balance in the Account, the value of the
remaining Units will be paid in a lump sum to such Spouse's or Beneficiary's
estate.

Section 7.6         Minimum Required Distributions

Effective  as of  January  1, 1997,  payment  of a  Member's  Account  shall not
commence  later than April 1 of the calendar year following the later of (i) the
calendar year in which the Member attains age 70'/z or (ii) the calendar year in
which the Member retires;  provided however,  if the Member is a 5 percent owner
(as described in section  416(1) of the Code),  at any time during the Plan Year
ending with or within the  calendar  year in which the  Employee  attains age 70
1/2, any benefit  payable to such Member shall commence no later than April 1 of
the calendar year following the calendar year in which the Member attains age 70
1/2.  Such benefit shall be paid, in  accordance  with the  Regulations,  over a
period not  extending  beyond the life  expectancy  of such Member (or the joint
life expectancy of the Member and his designated  Beneficiary).  For purposes of
this Section, life expectancy of a Member and/or a Member's

                                       30
<PAGE>

spouse may at the election of the Member be recalculated  annually in accordance
with the  Regulations.  The election,  once made,  shall be irrevocable.  If the
Member  does not make an  election  prior to the  time  that  distributions  are
required to commence, then life expectancies shall not be recalculated.

Notwithstanding anything in the Plan to the contrary, if a Member dies after
distribution of his interest has begun, the remaining portion of such interest
will continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Member's death. In addition, to the extent
any payments from the Member's Account would be made after the Member's death,
such payments shall be made in accordance with Section 401 (a)(9) of the Code
and the IRS Regulations thereunder (including the minimum distribution
incidental benefit requirements).

                                  ARTICLE VIII
                                  LOAN PROGRAM

Section 8.1       General Provisions

An Employer may, at its option, make available the loan program described herein
for any Member (and, if applicable under Section 8.8 of this Article, any
Beneficiary), subject to applicable law. The Employer shall so designate its
adoption of the loan program and the terms and provisions of its operation in
the Adoption Agreement. There shall be a reasonable origination fee and/or an
annual administration fee assessed to the Member's Account for each loan made to
a Member or Beneficiary. In the event that the Employer has elected to provide
an annuity option under Article VII or amounts are transferred to the Plan from
a retirement plan subject to Section 401(a)(1 1) of the Code, no loans may be
made from a married Member's Account without the written consent of such
Member's Spouse (in accordance with the spousal consent rules set forth under
Section 7.3). In the event the Employer elects to permit loans to be made from
rollover contributions and earnings thereon, as designated in the Adoption
Agreement, loans shall be available from the Accounts of any Employees of the
Employer who have not yet become Members. Only one loan may be made oto a Member
in the Plan Year, except that if an Employer provides in the Adoption Agreement
to make loans available from Employee rollover contributions and the earnings
thereon, a Member will be permitted to request a second loan in the Plan Year to
the extent of Employee rollover contributions and earnings thereon subject to
any other limitations provided under this Article.

The Employer may elect, in the Adoption Agreement, to make the loan program
available only in the event of hardship or financial necessity. Hardship or
financial necessity is defined as a significant health expense or a loss of
income due to illness or disability incurred by a Member, or the death of a
Member or an immediate family member of a Member. Hardship or financial
necessary also includes the purchase of a Member's principal place of residence
as well as paying for a college education (including graduate -studies) for
either a Member or a Member's dependents.

Section 8.2       Loan Application

Subject to the restrictions described in the paragraph immediately following, a
Member in Employment may borrow from his Account in each of the available
Investment Funds by filing a loan application with the TPA. Such application
(hereinafter referred to as a "completed application") shall (i) specify the
terms pursuant to which the loan is requested to be made and (ii) provide such
information and documentation as the TPA shall require, including a note, duly
executed by the Member, granting a security interest of an amount not greater
than 50% of his vested Account, to secure the loan. With respect to such Member,
the completed application shall authorize the repayment of the loan through
payroll deductions. Such loan will become effective upon the Valuation Date
coinciding with or next following the date on which his completed application
and other required documents were submitted, subject to the same conditions with


                                       31
<PAGE>

respect to the amount to be transferred under this Section which are specified
in the Plan procedures for determining the amount of payments made under Article
VII of the Plan.

The Employer shall establish standards in accordance with the Code and ERISA
which shall be uniformly applicable to all Members eligible to borrow from their
interests in the Trust Fund similarly situated and shall govern the TPA's
approval or disapproval of completed applications. The terms for each loan shall
be set solely in accordance with such standards.

The TPA shall, in accordance with the established standards, review and approve
or disapprove a completed application as soon as practicable after its receipt
thereof, and shall promptly notify the applying Member of such approval or
disapproval. Notwithstanding the foregoing, the TPA may defer its review of a
completed application, or defer payment of the proceeds of an approved loan, if
the proceeds of the loan would otherwise be paid during the period commencing on
December 1 and ending on the following January 31.

Subject to the preceding paragraph and Section 8.6, upon approval of a completed
application, the TPA shall cause payment of the loan to be made from the
available . Investment Fund(s) in the same proportion that the designated
portion of the Member's Account is invested at the time of the loan, and the
relevant portion of the Member's interest in such Investment Fund(s) shall be
cancelled and shall be transferred in cash to the Member. The TPA shall maintain
sufficient records regarding such amounts to permit an accurate crediting of
repayments of the loan.

Notwithstanding any provision of this Article VIII to the contrary, if an
Employer has elected in the Adoption Agreement to condition loans based upon a
Member's demonstrated hardship or financial necessity, the Plan Administrator,
in a uniform and nondiscriminatory manner, shall determine whether a Member has
incurred a hardship or financial necessity following the Member filing a loan
application with the TPA.

Section 8.3       Permitted Loan Amount

The amount of each loan may not be less than $1,000 nor more than the maximum
amount as described below. The maximum amount available for loan under the Plan
(when added to the outstanding balance of all other loans from the Plan to the
borrowing Member) shall not exceed the lesser of: (a) $50,000 reduced by the
excess (if any) of (i) the highest outstanding loan balance attributable to the
Account of the Member requesting the loan from the Plan during the one-year
period ending on the day preceding the date of the loan, over (ii) the
outstanding balance of all other loans from the Plan to the Member on the date
of the loan, or (b) 50% of the value of the Member's vested portion of his
Account as of the Valuation Date on or next following the date on which the TPA
receives the completed application for the loan and all other required
documents. In determining the maximum amount that a Member may borrow, all
vested assets of his Account will be taken into consideration, provided that,
where the Employer has not elected to make a Member's entire Account available
for loans, in no event shall the amount of the loan exceed the value of such
vested portion of the Member's Account from which loans are permissible.

Section 8.4       Source of Funds for Loan

The amount of the loan will be deducted from the Member's Account in the
available Investment Funds in accordance with Section 8.2 of this Article and
the Plan procedures for determining the amount of payments made under Article
VII. Loans shall be deemed to come (to the extent the Employer permits Members
to take loans from one or more of the portions of their Accounts, as designated
in the Adoption Agreement):


                                       32
<PAGE>

   o  First from the vested Employer profit sharing  contributions plus earnings
      thereon.
   o  Next from the Employer qualified  nonelective  contributions plus earnings
      thereon.
   o  Next from the Member's 401(k) deferrals plus earnings thereon.
   o  Next from the  Member's  safe  harbor  CODA  contributions  plus  earnings
      thereon.
   o  Next from the vested Employer basic contributions plus earnings thereon.
   o  Next from the vested  Employer  supplemental  contributions  plus earnings
      thereon.
   o  Next  from  the  vested  Employer  matching  contributions  plus  earnings
      thereon.
   o  Next from the Member's rollover contributions plus earnings thereon.
   o  Next from the Member's after-tax contributions made after December 31,1986
      plus earnings on all of the Member's after-tax contributions.
   o  Next from the Member's  after-tax  contributions  made prior to January 1,
      1987.

Section 8.5       Conditions of Loan

Each loan to a Member under the Plan shall be repaid in level monthly amounts
through regular payroll deductions after the effective date of the loan, and
continuing thereafter with each payroll. Except as otherwise required by the
Code and the IRS Regulations, each loan shall have a repayment period of not
less than 12 months and not in excess of 60 months, unless the purpose of the
loan is for the purchase of a primary residence, in which case the loan may be
for not more than 180 months. After the first 3 monthly payments of the loan
have been satisfied, the Member may pay the outstanding loan balance (including
accrued interest from the due date).

The rate of interest for the term of the loan will be established as of the loan
date, and will be the Barron's Prime Rate (base rate) plus 1 % as published on
the last Saturday of the preceding month, or such other rate as may be required
by applicable law and determined by reference to the prevailing interest rate
charged by commercial lenders under similar circumstances. The applicable rate
would then be in effect through the last business day of the month.

Repayment of all loans under the Plan shall be secured by 50% of the Member's
vested interest in his Account, determined as of the origination of such loan.

Section 8.6         Crediting of Repayment

Upon lending any amount to a Member, the TPA shall establish and maintain a loan
receivable account with respect to, and for the term of, the loan. The
allocations described in this Section shall be made from the loan receivable
account. Upon receipt of each monthly installment payment and the crediting
thereof to the Member's loan receivable account, there shall be allocated to the
Member's Account in the available Investment Funds, in accordance with his most
recent investment instructions, the principal portion of the installment payment
plus that portion of the interest equal to the rate determined in Section 8.5 of
this Article. The unpaid balance owed by a Member on a loan under the Plan shall
not reduce the amount credited to his Account. However, from the time of payment
of the proceeds of the loan to the Member, such Account shall be deemed
invested, to the extent of such unpaid balance, in such loan until the complete
repayment thereof or distribution from such Account. Any loan repayment shall
first be deemed allocable to the portions of the Member's Account on the basis
of a reverse ordering of the manner in which the loan was originally distributed
to the Member.

Section 8.7       Cessation of Payments on Loan

If a Member, while employed, fails to make a monthly installment payment when
due, as specified in the completed application, subject to applicable law, he
will be deemed to have received a distribution of the


                                       33
<PAGE>

outstanding  balance  of the  loan.  If such  default  occurs  after the first 3
monthly  payments  of the loan  have  been  satisfied,  the  Member  may pay the
outstanding  balance,  including accrued interest from the due date, by the last
day of the calendar  quarter  following the calendar  quarter which contains the
due  date  of the  last  monthly  installment  payment,  in  which  case no such
distribution  will be  deemed  to have  occurred.  Subject  to  applicable  law,
notwithstanding  the  foregoing,  a  Member  that  borrows  any of his  401  (k)
deferrals  and any of the  earnings  attributable  thereto may not cease to make
monthly  installment  payments  while  employed and  receiving a Salary from the
Employer.

Except as provided below, upon a Member's termination of Employment, death or
Disability, or the Employer's termination of the Plan, no further monthly
installment payments may be made. Unless the outstanding balance, including
accrued interest from the due date, is paid by the last day of the calendar
quarter following the calendar quarter which contains the date of such
occurrence, the Member will be deemed to have received a distribution of the
outstanding balance of the loan including accrued interest from the due date.

Section 8.8       Loans to Former Members

Notwithstanding any other provisions of this Article VIII, a member who
terminates Employment for any reason shall be permitted to continue making
scheduled repayments with respect to any loan balance outstanding at the time he
becomes a terminated Member. In addition, a terminated Member or Beneficiary may
elect to initiate a new loan from his Account, subject to the conditions
otherwise described in this Article VIII. If any terminated Member who continues
to make repayments or any terminated Member or Beneficiary who borrows from his
Account pursuant to this Section 8.8 fails to make a scheduled monthly
installment payment by the last day of the calendar quarter following the
calendar quarter which contains the scheduled payment date, he will be deemed to
have received a distribution of the outstanding balance of the loan.

                                   ARTICLE IX
            ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES

Section 9.1       Fiduciaries

The following persons are Fiduciaries under the Plan.

a)     The Trustee,

b)     The Employer,

c)     The Plan Administrator or committee, appointed by the Employer pursuant
       to this Article IX of the Plan and designated as the "Named Fiduciary" of
       the Plan and the Plan Administrator, and

d)     Any Investment Manager appointed by the Employer as provided in Section
       9.4.

Each of said Fiduciaries shall be bonded to the extent required by ERISA.

The TPA is not intended to have the authority or responsibilities which would
cause it to be considered a Fiduciary with respect to the Plan unless the TPA
otherwise agrees to accept such authority or responsibilities in a service
agreement or otherwise in writing.


                                       34
<PAGE>

Section 9.2       Allocation of Responsibilities Among the Fiduciaries

a)     The Trustee

       The Employer shall enter into one or more Trust Agreements with a Trustee
       or Trustees selected by the Employer. The Trust established under any
       such agreement shall be a part of the Plan and shall provide that all
       funds received by the Trustee as contributions under the Plan and the
       income therefrom (other than such part as is necessary to pay the
       expenses and charges referred to in Paragraph (b) of this Section) shall
       be held in the Trust Fund for the exclusive benefit of the Members or
       their Beneficiaries, and managed, invested and reinvested and distributed
       by the Trustee in accordance with the Plan. Sums received for investment
       may be invested (i) wholly or partly through the medium of any common,
       collective or commingled trust fund maintained by a bank or other
       financial institution and which is qualified under Sections 401 (a) and
       501 (a) of the Code and constitutes a part of the Plan; (ii) wholly or
       partly through the medium of a group annuity or other type of contract
       issued by an insurance company and constituting a part of the Plan, and
       utilizing, under any such contract, general, commingled or individual
       investment accounts; or (iii) wholly or partly in securities issued by an
       investment company registered under the Investment Company Act of 1940.
       Subject to the provisions of Article XI, the Employer may from time to
       time and without the consent of any Member or Beneficiary (a) amend the
       Trust Agreement or any such insurance contract in such manner as the
       Employer may deem necessary or desirable to carry out the Plan, (b)
       remove the Trustee and designate a successor Trustee upon such removal or
       upon the resignation of the Trustee, and (c) provide for an alternate
       funding agency under the Plan. The Trustee shall make payments under the
       Plan only to the extent, in the amounts, in the manner, at the time, and
       to the persons as shall from time to time be set forth and designated in
       written authorizations from the Plan Administrator or TPA.

       The Trustee shall from time to time charge against and pay out of the
       Trust Fund taxes of any and all kinds whatsoever which are levied or
       assessed upon or become payable in respect of such Fund, the income or
       any property forming a part thereof, or any security transaction
       pertaining thereto. To the extent not paid by the Employer, the Trustee
       shall also charge against and pay out of the Trust Fund other expenses
       incurred by the Trustee in the performance of its duties under the Trust,
       the expenses incurred by the TPA in the performance of its duties under
       the Plan (including reasonable compensation for agents and cost of
       services rendered in respect of the Plan), such compensation of the
       Trustee as may be agreed upon from time to time between the Employer and
       the Trustee, and all other proper charges and disbursements of the
       Trustee, the Employer, or the Plan Administrator.

b)     The Employer

       The Employer shall be responsible for all functions assigned or reserved
       to it under the Plan and any related Trust Agreement. Any authority so
       assigned or reserved to the Employer, other than responsibilities
       assigned to the Plan Administrator, shall be exercised by resolution of
       the Employer's Board of Directors and shall become effective with respect
       to the Trustee upon written notice to the Trustee signed by the duly
       authorized officer of the Board advising the Trustee of such exercise. By
       way of illustration and not by limitation, the Employer shall have
       authority and responsibility:

       (1)      to amend the Plan;

       (2)      to merge and consolidate the Plan with all or part of the assets
                or liabilities of any other plan;


                                       35
<PAGE>

       (3)      to appoint, remove and replace the Trustee and the Plan
                Administrator and to monitor their performances;


       (4)      to appoint, remove and replace one or more Investment Managers,
                or to refrain from such appointments, and to monitor their
                performances;

       (5)      to communicate such information to the Plan Administrator, TPA,
                Trustee and Investment Managers as they may need for the proper
                performance of their duties; and

       (6)      to perform such additional duties as are imposed by law.


Whenever, under the terms of this Plan, the Employer is permitted or required to
do or perform any act, it shall be done and performed by an officer thereunto
duly authorized by its Board of Directors.

c)     The Plan Administrator

The Plan Administrator shall have responsibility and discretionary authority to
control the operation and administration of the Plan in accordance with the
provisions of Article IX of the Plan, including, without limiting, the
generality of the foregoing:

       (1)       the determination of eligibility for benefits and the amount
                 and certification thereof to the Trustee;

       (2)       the hiring of persons to provide necessary services to the
                 Plan;

       (3)       the issuance of directions to the Trustee to pay any fees,
                 taxes, charges or other costs incidental to the operation and
                 management of the Plan;

       (4)       the preparation and filing of all reports required to be filed
                 with respect to the Plan with any governmental agency; and

d)     The Investment Manager

Any Investment Manager appointed pursuant to Section 9.4 shall have sole
responsibility for the investment of the portion of the assets of the Trust Fund
to be managed and controlled by such Investment Manager. An Investment Manager
may place orders for the purchase and sale of securities directly with brokers
and dealers.

Section 9.3       No Joint Fiduciary Responsibilities

This Article IX is intended to allocate to each Fiduciary the individual
responsibility for the prudent execution of the functions assigned to him, and
none of such responsibilities or any other responsibilities shall be shared by
two or more of such Fiduciaries unless such sharing is provided by a specific
provision of the Plan or any related Trust Agreement. Whenever one Fiduciary is
required to follow the directions of another Fiduciary, the two Fiduciaries
shall not be deemed to have been assigned a shared responsibility, but the
responsibility of the Fiduciary giving the directions shall be deemed his sole
responsibility, and the responsibility of the Fiduciary receiving those
directions shall be to follow them insofar as such instructions are on their
face proper under applicable law. To the extent that fiduciary responsibilities
are allocated to an Investment Manager, such responsibilities are so allocated
solely to such Investment Manager alone, to be


                                       36
<PAGE>

exercised by such Investment Manager alone and not in conjunction with any other
Fiduciary,  and the Trustee  shall be under no obligation to manage any asset of
the Trust Fund which is subject to the management of such Investment Manager.

Section 9.4       Investment Manager

The Employer may appoint a qualified Investment Manager or Managers to manage
any portion or all of the assets of the Trust Fund. For the purpose of this Plan
and the related Trust, a "qualified Investment Manager" means an individual,
firm or corporation who has been so appointed by the Employer to serve as
Investment Manager hereunder, and who is and has acknowledged in writing that he
is (a) a Fiduciary with respect to the Plan, (b) -bonded as required by ERISA,
and (c) either (i) registered as an investment advisor under the Investment
Advisors Act of 1940, (ii) a bank as defined in said Act, or (iii) an insurance
company qualified to perform investment management services under the laws of
more than one state of the United States.

Any such appointment shall be by a vote of the Board of Directors of the
Employer naming the Investment Manager so appointed and designating the portion
of the assets of the Trust Fund to be managed and controlled by such Investment
Manager. Said vote shall be evidenced by a certificate in writing signed by the
duly authorized officer of the Board and shall become effective on the date
specified in such certificate but not before delivery to the Trustee of a copy
of such certificate, together with a written acknowledgment by such Investment
Manager of the facts specified in the second sentence of this Section.

Section 9.5       Advisor to Fiduciary

A Fiduciary may employ one or more persons to render advice concerning any
responsibility such Fiduciary has under the Plan and related Trust Agreement.

Section 9.6       Service in Multiple Capacities

Any person or group of persons may serve in more than one fiduciary capacity
with respect to the Plan, specifically including service both as Plan
Administrator and as a Trustee of the Trust; provided, however, that no person
may serve in a fiduciary capacity who is precluded from so serving pursuant to
Section 411 of ERISA.

Section 9.7       Appointment of Plan Administrator

The Employer shall designate the Plan Administrator in the Adoption Agreement.
The Plan Administrator may be an individual, a committee of two or more
individuals, whether or not, in either such case, the individual or any of such
individuals are Employees of the Employer, a consulting firm or other
independent agent, the Trustee (with its consent), the Board of the Employer, or
the Employer itself. Except as the Employer shall otherwise expressly determine,
the Plan Administrator shall be charged with the full power and responsibility
for administering the Plan in all its details. If no Plan Administrator has been
appointed by the Employer, or if the person designated as Plan Administrator is
not serving as such for any reason, the Employer shall be deemed to be the Plan
Administrator. The Plan Administrator may be removed by the Employer or may
resign by giving written notice to the Employer, and, in the event of the
removal, resignation, death or other termination of service of the Plan
Administrator, the Employer shall, as soon as is practicable, appoint a
successor Plan Administrator, such successor thereafter to have all of the
rights, privileges, duties and obligations of the predecessor Plan
Administrator.


                                       37
<PAGE>

Section 9.8       Powers of the Plan Administrator

to carry out its duties and responsibilities in connection with the
administration of the Plan as herein provided, and is authorized to make such
rules and regulations as it may deem necessary to carry out the provisions of
the Plan and the Trust Agreement. The Plan Administrator may from time to time
appoint agents to perform such functions involved in the administration of the
Plan as it may deem advisable. The Plan Administrator shall have the
discretionary authority to determine any questions arising in the
administration, interpretation and application of the Plan, including any
questions submitted by the Trustee on a matter necessary for it to properly
discharge its duties; and the decision of the Plan Administrator shall be
conclusive and binding on all persons.

Section 9.9         Duties of the Plan Administrator

The Plan Administrator shall keep on file a copy of the Plan and the Trust
Agreement(s), including any subsequent amendments, and all annual reports of the
Trustee(s), and such annual reports or registration statements as may be
required by the laws of the United States, or other jurisdiction, for
examination by Members in the Plan during reasonable business hours. Upon
request by any Member, the Plan Administrator shall furnish him with a statement
of his interest in the Plan as determined by the Plan Administrator as of the
close of the preceding Plan Year.

Section 9.10      Action by the Plan Administrator

In the event that there shall at any time be two or more persons who constitute
the Plan Administrator, such persons shall act by concurrence of a majority
thereof.

Section 9.11        Discretionary Action

Wherever, under the provisions of this Plan, the Plan Administrator is given any
discretionary power or powers, such power or powers shall not be exercised in
such manner as to cause any discrimination prohibited by the Code in favor of or
against any Member, Employee or class of Employees. Any discretionary action
taken by the Plan Administrator hereunder shall be consistent with any prior
discretionary action taken by it under similar circumstances and to this end the
Plan Administrator shall keep a record of all discretionary action taken by it
under any provision hereof.

Section 9.12      Compensation and Expenses of Plan Administrator

Administrator, but all expenses of the Plan Administrator shall be paid by the
Employer or in accordance with Section 9.2. Such expenses shall include any
expenses incidental to the functioning of the Plan, including, but not limited
to, attorney's fees, accounting and clerical charges, and other costs of
administering the Plan. Non-Employee Plan Administrators shall receive such
compensation as the Employer shall determine.

Section 9.13      Reliance on Others

The Plan Administrator and the Employer shall be entitled to rely upon all
valuations, certificates and reports furnished by the Trustee(s), upon all
certificates and reports made by an accountant or actuary selected by the Plan
Administrator and approved by the Employer and upon all opinions given by any
legal counsel selected by the Plan Administrator and approved by the Employer,
and the Plan Administrator and the Employer shall be fully protected in respect
of any action taken or suffered by them in good faith in reliance upon such
Trustee(s), accountant, actuary or counsel and all action so taken or


                                       38
<PAGE>

suffered  shall be  conclusive  upon each of them and upon all Members,  retired
Members, and Former Members and their Beneficiaries, and all other persons.

Section 9.14      Self Interest

No person who is the Plan Administrator shall have any right to decide upon any
matter relating solely to himself or to any of his rights or benefits under the
Plan. Any such decision shall be made by another Plan Administrator or the
Employer.

Section 9.15      Personal Liability - Indemnification

The Plan Administrator shall not be personally liable by virtue of any
instrument executed by him or on his behalf. Neither the Plan Administrator, the
Employer, nor any of its officers or directors shall be personally liable for
any action or inaction with respect to any duty or responsibility imposed upon
such person by the terms of the Plan unless such action or inaction is
judicially determined to be a breach of that person's fiduciary responsibility
with respect to the Plan under any applicable law. The limitation contained in
the preceding sentence shall not, however, prevent or preclude a compromise
settlement of any controversy involving the Plan, the Plan Administrator, the
Employer, or any of its officers and directors. The Employer may advance money
in connection with questions of liability prior to any final determination of a
question of liability. Any settlement made under this Article IX shall not be
determinative of any breach of fiduciary duty hereunder.

The Employer will indemnify every person who is or was a Plan Administrator,
officer or member of the Board or a person who provides services without
compensation to the Plan for any liability (including reasonable costs of
defense and settlement) arising by reason of any act or omission affecting the
Plan or affecting the Member or Beneficiaries thereof, including, without
limitation, any damages, civil penalty or excise tax imposed pursuant to ERISA;
provided (1) that the act or omission shall have occurred in the course of the
person's service as Plan Administrator, officer of the Employer or member of the
Board or was within the scope of the Employment of any Employee of the Employer
or in connection with a service provided without compensation to the Plan, (2)
that the act or omission be in good faith as determined by the Employer, whose
determination, made in good faith and not arbitrarily or capriciously, shall be
conclusive, and (3) that the Employer's obligation hereunder shall be offset to
the extent of any otherwise applicable insurance coverage, under a policy
maintained by the Employer, or any other person, or other source of
indemnification.

Section 9.16      Insurance

The Plan Administrator shall have the right to purchase such insurance as it
deems necessary to protect the Plan and the Trustee from loss due to any breach
of fiduciary responsibility by any person. Any premiums due on such insurance
may be paid from Plan assets provided that, if such premiums are so paid, such
policy of insurance must permit recourse by the insurer against the person who
breaches his fiduciary responsibility. Nothing in this Article IX shall prevent
the Plan Administrator or the Employer, at its, or his, own expense, from
providing insurance to any person to cover potential liability of that person as
a result of a breach of fiduciary responsibility, nor shall any provisions of
the Plan preclude the Employer from purchasing from any insurance company the
right of recourse under any policy by such insurance company.

Section 9.17      Claims Procedures

Claims for benefits under the Plan shall be filed with the Plan Administrator on
forms supplied by the Employer. Written notice of the disposition of a claim
shall be furnished to the claimant within 90 days


                                       39
<PAGE>

after the application thereof is filed unless special  circumstances  require an
extension  of time for  processing  the claim.  If such an  extension of time is
required,  written  notice of the  extension  shall be furnished to the claimant
prior to the  termination of said 90-day period,  and such notice shall indicate
the special circumstances which make the postponement appropriate.

Section 9.18      Claims Review Procedures

In the event a claim is denied, the reasons for the denial shall be specifically
set forth in the notice described in this Section 9.18 in language calculated to
be understood by the claimant. Pertinent provisions of the Plan shall be cited,
and, where appropriate, an explanation as to how the claimant can request
further consideration and review of the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedures. Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Plan Administrator pursuant to
Section 9.17 shall be entitled to request the Plan Administrator to give further
consideration to his claim by filing with the Plan Administrator (on a form
which may be obtained from the Plan Administrator) a request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes his claim should be allowed, shall be filed with the Plan Administrator
no later than 60 days after receipt of the written notification provided for in
Section 9.17. The Plan Administrator shall then conduct a hearing within the
next 60 days, at which the claimant may be represented by an attorney or any
other representative of his choosing and at which the claimant shall have an
opportunity to submit written and oral evidence and arguments in support of his
claim. At the hearing (or prior thereto upon 5 business days' written notice to
the Plan Administrator), the claimant or his representative shall have an
opportunity to review all documents in the possession of the Plan Administrator
which are pertinent to the claim at issue and its disallowance. A final
disposition of the claim shall be made by the Plan Administrator within 60 days
of receipt of the appeal unless there has been an extension of 60 days and shall
be communicated in writing to the claimant. Such communication shall be written
in a manner calculated to be understood by the claimant and shall include
specific reasons for the disposition and specific references to the pertinent
Plan provisions on which the disposition is based. For all purposes under the
Plan, such decision on claims (where no review is requested) and decision on
review (where review is requested) shall be final, binding and conclusive on all
interested persons as to participation and benefits eligibility, the amount of
benefits and as to any other matter of fact or interpretation relating to the
Plan.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

Section 10.1      General Limitations

(A)    In order that the Plan be maintained as a qualified plan and trust under
       the Code, contributions in respect of a Member shall be subject to the
       limitations set forth in this Section, notwithstanding any other
       provision of the Plan. The contributions in respect of a Member to which
       this Section is applicable are his own contributions and/or deferrals and
       the Employer's contributions.

       For purposes of this Section 10.1, a Member's contributions shall be
       determined without regard to any rollover contributions as provided in
       Section 402(a)(5) of the Code.

(B)    Annual additions to a Member's Account in respect of any Plan Year may
       not exceed the limitations set forth in Section 415 of the Code, which
       are incorporated herein by reference. For these purposes, annual
       additions" shall have the meaning set forth in Section 415(c)(2) of the
       Code, as modified elsewhere in the Code and the Regulations, and the
       limitation year shall mean the Plan Year unless

                                       40
<PAGE>

       any other  twelve-consecutive-month  period is  designated  pursuant to a
       resolution  adopted  by the  Employer  and  designated  in  the  Adoption
       Agreement.

(C)    In the event that, due to forfeitures,  reasonable  error in estimating a
       Member's  compensation,  or other limited facts and circumstances,  total
       contributions  and/or deferrals to a Member's Account are found to exceed
       the  limitations  of this Section,  the TPA, at the direction of the Plan
       Administrator,  shall cause  contributions (to the extent attributable to
       Member after-tax  contributions  or 401(k)  deferrals) made under Article
       III in excess of such  limitations to be refunded to the affected Member,
       with earnings  thereon,  and shall take appropriate  steps to reduce,  if
       necessary, the Employer contributions made with respect to those returned
       contributions. Such refunds shall not be deemed to be withdrawals, loans,
       or distributions from the Plan. If a Member's annual contributions exceed
       the  limitations  contained  in Paragraph  (B) of this Section  after the
       Member's Article III contributions,  with earnings thereon,  if any, have
       been  refunded to such Member,  any Employer  supplemental  and/or profit
       sharing  contribution  to be  allocated  to such Member in respect of any
       Contribution  instead  be  allocated  to or for the  benefit of all other
       Members  who  are  Employees  in  Employment  as of the  last  day of the
       Contribution  Determination  Period  as  determined  under  the  Adoption
       Agreement  and allocated in the same  proportion  that each such Member's
       Salary  for such  Contribution  Determination  Period  bears to the total
       Salary for such Contribution Determination Period of all such Members or,
       the TPA may, at the  election  of the  Employer,  utilize  such excess to
       reduce the contributions which would otherwise be made for the succeeding
       Contribution  Determination  Period by the  Employer  with respect to all
       eligible  Members in such  succeeding  period.  If,  with  respect to any
       Contribution  Determination  Period,  there is an excess  profit  sharing
       contribution,  and such excess  cannot be fully  allocated in  accordance
       with the  preceding  sentence  because of the  limitations  prescribed in
       Paragraph (B) of this Section,  the amount of such excess which cannot be
       so allocated  shall be allocated to the Employer  Credit Account and made
       available  to the  Employer  pursuant  to the  terms  of  Article  VI and
       applicable law. The TPA, at the direction of the Plan  Administrator,  in
       accordance  with  Paragraph  (D) of this  Section,  shall  take  whatever
       additional  action  may be  necessary  to assure  that  contributions  to
       Members' Accounts meet the requirements of this Section.

(D)    In addition to the steps set forth in Paragraph (C) of this Section, the
       Employer may from time to time adjust or modify the maximum limitations
       applicable to contributions made in respect of a Member under this
       Section 10.1 as may be required or permitted by the Code or ERISA prior
       to or following the date that allocation of any such contributions
       commences and shall take appropriate action to reallocate the annual
       contributions which would otherwise have been made but for the
       application of this Section.

(E)    Membership in the Plan shall not give any Employee the right to be
       retained in the Employment of the Employer and shall not affect the right
       of the Employer to discharge any Employee.

(F)    Each Member, Spouse and Beneficiary assumes all risk in connection with
       any decrease in the market value of the assets of the Trust Fund. Neither
       the Employer nor the Trustee guarantees that upon withdrawal, the value
       of a Member's Account will be equal to or greater than the amount of the
       Member's own deferrals or contributions, or those credited on his behalf
       in which the Member has a vested interest, under the Plan.

(G)    The establishment, maintenance or crediting of a Member's Account
       pursuant to the Plan shall not vest in such Member any right, title or
       interest in the Trust Fund except at the times and upon the terms and
       conditions and to the extent expressly set forth in the Plan and the
       Trust Agreement.


                                       41
<PAGE>

(H)    The Trust Fund shall be the sole source of payments under the Plan and
       the Employer, Plan Administrator and TPA assume no liability or
       responsibility for such payments, and each Member, Spouse or Beneficiary
       who shall claim the right to any payment under the Plan shall be entitled
       to look only to the Trust Fund for such payment.

Section 10.2      Top Heavy Provisions

The Plan will be considered a Top Heavy Plan for any Plan Year if it is
determined to be a Top Heavy Plan as of the last day of the preceding Plan Year.
The provisions of this Section 10.2 shall apply and supersede all other
provisions in the Plan during each Plan Year with respect to which the Plan is
determined to be a Top Heavy Plan.

(A) For purposes of this Section 10.2, the following terms shall have the
meanings set forth below:

       (1)      "Affiliate" shall mean any entity affiliated with the Employer
                within the meaning of Section 414(b), 414(c) or 414(m) of the
                Code, or pursuant to the IRS Regulations under Section 414(o) of
                the Code, except that for purposes of applying the provisions
                hereof with respect to the limitation on contributions, Section
                415(h) of the Code shall apply.

       (2)      "Aggregation Group" shall mean the group composed of each
                qualified retirement plan of the Employer or an Affiliate in
                which a Key Employee is a member and each other qualified
                retirement plan of the Employer or an Affiliate which enables a
                plan of the Employer or an Affiliate in which a Key Employee is
                a member to satisfy Sections 401 (a) (4) or 410 of the Code. In
                addition, the TPA, at the direction of the Plan Administrator,
                may choose to treat any other qualified retirement plan as a
                member of the Aggregation Group if such Aggregation Group will
                continue to satisfy Sections 401 (a) (4) and 410 of the Code
                with such plan being taken into account.

       (3)      "Key Employee" shall mean a "Key Employee" as defined in
                Sections 416(1)(1) and (5) of the Code and the IRS Regulations
                thereunder. For purposes of Section 416 of the Code and for
                purposes of determining who is a Key Employee, an Employer which
                is not a corporation may have "officers" only for Plan Years
                beginning after December 31, 1985. For purposes of determining
                who is a Key Employee pursuant to this Subparagraph (3),
                compensation shall have the meaning prescribed in Section 414(s)
                of the Code, or to the extent required by the Code or the IRS
                Regulations, Section 1.415-2(d) of the IRS Regulations.

       (4)      "Non-Key Employee" shall mean a "Non-Key Employee" as defined in
                Section 416(1)(2) of the Code and the IRS Regulations
                thereunder.

       (5)      "Top Heavy Plan"  shall mean a "Top  Heavy  Plan" as defined in
                Section 416(g) of the Code and the IRS Regulations thereunder.

(B)    Subject to the provisions of Paragraph (D) below, for each Plan Year that
       the Plan is a Top Heavy  Plan,  the  Employer's  contribution  (including
       contributions  attributable to salary reduction or similar  arrangements)
       allocable to each Employee (or to all eligible  employees  other than Key
       Employees  at the  election  of  the  Employer)  who  has  satisfied  the
       eligibility  requirement(s)  of  Article  II,  Section  2,  and who is in
       service at the end of the Plan Year, shall not be less than the lesser of
       (i) 3% of such eligible  Employee's  compensation  (as defined in Section
       414(s)  of the  Code or to the  extent  required  by the  Code or the IRS
       Regulations,   Section  1.415-2(d)  of  the  Regulations),  or  (ii)  the
       percentage at which  Employer  contributions  for such Plan Year are made
       and  allocated on


                                       42
<PAGE>

       behalf of the Key Employee for whom such  percentage is the highest.  For
       the purpose of determining the appropriate  percentage under clause (ii),
       all defined  contribution plans required to be included in an Aggregation
       Group  shall be treated as one plan.  Clause  (ii) shall not apply if the
       Plan is required to be included in an  Aggregation  Group which enables a
       defined  benefit  plan also  required to be included in said  Aggregation
       Group to satisfy Sections 401 (a)(4) or 410 of the Code.

(C)    If the Plan is a Top Heavy Plan for any Plan Year and (i) the Employer
       has elected a vesting schedule under Article VI for an employer
       contribution type which does not satisfy the minimum Top Heavy vesting
       requirements or (ii) if the Employer has not elected a vesting schedule
       for an employer contribution type, the vested interest of each Member,
       who is credited with at least one Hour of Employment on or after the Plan
       becomes a Top Heavy Plan, for each employer contribution type in his
       Account described in clause (i) or (ii) above, shall not be less than the
       percentage determined in accordance with the following schedule:

         Completed Years of                   Vested
              Employment                    Percentage
         ------------------                 ----------
         Less than 2                            0%
         2 but less than 3                     20%
         3 but less than 4                     40%
         4 but less than 5                     60%
         5 but less than 6                     80%
         6 or more                            100%

Notwithstanding the schedule provided above, if the Plan is a Top Heavy Plan for
any Plan Year and if an Employer has elected a cliff vesting schedule for an
employer contribution type described in clause (i) or (ii) above, the vested
interest of each Member, who is credited with at least one Hour of Employment on
or after the Plan becomes a Top Heavy Plan, for such employer contribution type
in his Account, shall not be less than the percentage determined in accordance
with the following schedule:

         Completed Years of                   Vested
              Employment                    Percentage
         ------------------                 ----------
         Less than 3                            0%
         3 or more                            100%

In the event that an Employer elects, in its Adoption Agreement, to use the hour
of service method for determining vesting service, Year of Service shall be
substituted for Year of Employment for determining vesting under this Article X.

(D)    The TPA shall, to the maximum extent permitted by the Code and in
       accordance with the IRS Regulations, apply the provisions of this Section
       10.2 by taking into account the benefits payable and the contributions
       made under any other qualified plan maintained by the Employer, to
       prevent inappropriate omissions or required duplication of minimum
       contributions.

Section 10.3      Information and Communications

Each Employer, Member, Spouse and Beneficiary shall be required to furnish the
TPA with such information and data as may be considered necessary by the TPA.
All notices, instructions and other


                                       43
<PAGE>

communications  with respect to the Plan shall be in such form as is  prescribed
from time to time by the TPA,  shall be mailed by first class mail or  delivered
personally,  and shall be deemed to have been duly given and delivered only upon
actual  receipt  thereof by the TPA. All  information  and data  submitted by an
Employer or a Member,  including a Member's birth date,  marital status,  salary
and circumstances of his Employment and termination thereof, may be accepted and
relied upon by the TPA. All communications from the Employer or the Trustee to a
Member,  Spouse or Beneficiary shall be deemed to have been duly given if mailed
by first  class mail to the  address of such person as last shown on the records
of the Plan.

Section 10.4      Small Account Balances

Notwithstanding the foregoing provisions of the Plan, and except as provided in
Section 7.3, if the value of all portions of a Member's Account under the Plan,
when aggregated, is equal to or exceeds $500, then the Account will not be
distributed without the consent of the Member prior to age 65 (at the earliest),
but if the aggregate value of all portions of his Account is less than $500,
then his Account will be distributed as soon as practicable following the
termination of Employment by the Member.

Section 10.5      Amounts Payable to Incompetents, Minors or Estates

If the Plan Administrator shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due him or his estate
(unless a prior claim therefor has been made by a duly appointed legal
representative) may be paid to his Spouse, relative or any other person deemed
by the Plan Administrator to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Trust Fund therefor.

Section 10.6      Non-Alienation of Amounts Payable

Except insofar as may otherwise be required by applicable law, or Article VIII,
or pursuant to the terms of a Qualified Domestic Relations Order, no amount
payable under the Plan shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge
or encumbrance of any kind, and any attempt to so alienate shall be void; nor
shall the Trust Fund in any manner be liable for or subject to the debts or
liabilities of any person entitled to any such amount payable; and further, if
for any reason any amount payable under the Plan would not devolve upon such
person entitled thereto, then the Employer, in its discretion, may terminate his
interest and hold or apply such amount for the benefit of such person or his
dependents as it may deem proper. For the purposes of the Plan, a "Qualified
Domestic Relations Order" means any judgment, decree or order (including
approval of a property settlement agreement) which has been determined by the
Plan Administrator, in accordance with procedures established under the Plan, to
constitute a Qualified Domestic Relations Order within the meaning of Section
414(p)(1) of the Code. No amounts may be withdrawn under Article VII, and no
loans granted under Article VIII, if the TPA has received a document which may
be determined following its receipt to be a Qualified Domestic Relations Order
prior to completion of review of such order by the Plan Administrator within the
time period prescribed for such review by the IRS Regulations.

Section 10.7      Unclaimed Amounts Payable

If the TPA cannot ascertain the whereabouts of any person to whom an amount is
payable under the Plan, and if, after 5 years from the date such payment is due,
a notice of such payment due is mailed to the address of such person, as last
shown on the records of the Plan, and within 3 months after such mailing such
person has not filed with the TPA or Plan Administrator written claim therefor,
the Plan


                                       44
<PAGE>

Administrator  may direct in accordance  with ERISA that the payment  (including
the amount allocable to the Member's  contributions)  be cancelled,  and used in
abatement  of the Plan's  administrative  expenses,  provided  that  appropriate
provision is made for re-crediting the payment if such person subsequently makes
a claim therefor.

Section 10.8      Leaves of Absence

(A)    If the Employer's personnel policies allow leaves of absence for all
       similarly situated Employees on a uniformly available basis under the
       circumstances described in Paragraphs (B)(1)-(4) below, then contribution
       allocations and vesting service will continue to the extent provided in
       Paragraphs (B)(1)-(4).

(B)    For purposes of the Plan, there are four types of approved Leaves of
       Absence:

       (1)    Nonmilitary  leave  granted to a Member for a period not in excess
              of one  year  during  which  service  is  recognized  for  vesting
              purposes  and the Member is entitled to share in any  supplemental
              contributions  under Article III or forfeitures  under Article VI,
              if any,  on a pro-rata  basis,  determined  by the  Salary  earned
              during the Plan Year or Contribution Determination Period; or

       (2)    Nonmilitary  leave or layoff  granted to a Member for a period not
              in excess of one year  during  which  service  is  recognized  for
              vesting  purposes,  but the Member is not entitled to share in any
              contributions  or forfeitures as defined under (1) above,  if any,
              during the period of the leave; or

       (3)    To the extent not otherwise  required by applicable law,  military
              or other governmental service leave granted to a Member from which
              he returns  directly  to the service of the  Employer.  Under this
              leave, a Member may not share in any  contributions or forfeitures
              as  defined  under (1)  above,  if any,  during  the period of the
              leave, but vesting service will continue to accrue; or

       (4)    To the extent not otherwise required by applicable law, a military
              leave  granted  at the option of the  Employer  to a Member who is
              subject to military service pursuant to an involuntary  call-up in
              the Reserves of the U.S.  Armed  Services from which he returns to
              the service of the Employer  within 90 days of his discharge  from
              such military  service.  Under this leave, a Member is entitled to
              share in any  contributions  or  forfeitures  as defined under (1)
              above,  if any,  and  vesting  service  will  continue  to accrue.
              Notwithstanding  any provision of the Plan to the  contrary,  if a
              Member  has  one or more  loans  outstanding  at the  time of this
              leave,  repayments on such loan(s) may be suspended, if the Member
              so elects, until such time as the Member returns to the service of
              the Employer or the end of the leave, if earlier.

(C)    Notwithstanding any provision of this Plan to the contrary, effective
       December 12, 1994, contribution allocations and vesting service with
       respect to qualified military service will be provided in accordance with
       Section 414(u) of the Code. Loan repayments will be suspended under this
       Plan as permitted under Section 414(u)(4) of the Code during such period
       of qualified military service.


                                       45
<PAGE>

Section 10.9      Return of Contributions to Employer

(A)     In the case of a contribution that is made by an Employer by reason of a
        mistake of fact, the Employer may request the return to it of such
        contribution within one year after the payment of the contribution,
        provided such refund is made within one year after the payment of the
        contribution.

(B)     In the case of a contribution made by an Employer or a contribution
        otherwise deemed to be an Employer contribution under the Code, such
        contribution shall be conditioned upon the deductibility of the
        contribution by the Employer under Section 404 of the Code. To the
        extent the deduction for such contribution is disallowed, in accordance
        with IRS Regulations, the Employer may request the return to it of such
        contribution within one year after the disallowance of the deduction.

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

The contributions returned under (A), (B) or (C) above may not include any gains
on such excess contributions, but must be reduced by any losses.

Section 10.10     Controlling Law

The Plan and all rights thereunder shall be governed by and construed in
accordance with ERISA and the laws of the State of New York, without regard to
the principles of the conflicts of laws thereof.

                                   ARTICLE XI
                             AMENDMENT & TERMINATION

Section 11.1      General

While the Plan is intended to be permanent, the Plan may be amended or
terminated completely by the Employer at any time at the discretion of its Board
of Directors. Except where necessary to qualify the Plan or to maintain
qualification of the Plan, no amendment shall reduce any interest of a Member
existing prior to such amendment. Subject to the terms of the Adoption
Agreement, written notice of such amendment or termination as resolved by the
Board shall be given to the Trustee, the Plan Administrator and the TPA. Such
notice shall set forth the effective date of the amendment or termination or
cessation of contributions.

Section 11.2      Termination of Plan and Trust

This Plan and any related Trust Agreement shall in any event terminate whenever
all property held by the Trustee shall have been distributed in accordance with
the terms hereof.

Section 11.3      Liquidation of Trust Assets in the Event of Termination

In the event that the Employer's Board of Directors shall decide to terminate
the Plan, or, in the event of complete cessation of Employer contributions, the
rights of Members to the amounts standing to their credit in their Accounts
shall be deemed fully vested and the Plan Administrator shall direct the Trustee
to


                                       46
<PAGE>

either continue the Trust in full force and effect and continue so much of
the Plan in full force and effect as is necessary to carry out the orderly
distribution of benefits to Members and their Beneficiaries upon retirement,
Disability, death or termination of Employment; or (a) reduce to cash such part
or all of the Plan assets as the Plan Administrator may deem appropriate; (b)
pay the liabilities, if any, of the Plan; (c) value the remaining assets of the
Plan as of the date of notification of termination and proportionately adjust
Members' Account balances; (d) distribute such assets in cash to the credit of
their respective Accounts as of the notification of the termination date; and
(e) distribute all balances which have been segregated into a separate fund to
the persons entitled thereto; provided that no person in the event of
termination shall be required to accept distribution in any form other than
cash.

Section 11.4      Partial Termination

The Employer may terminate the Plan in part without causing a complete
termination of the Plan. In the event a partial termination occurs, the Plan
Administrator shall determine the portion of the Plan assets attributable to the
Members affected by such partial termination and the provisions of Section 1 1
..3 shall apply with respect to such portion as if it were a separate fund.

Section 11.5      Power to Amend

(A)    Subject to Section 11.6,  the  Employer,  through its Board of Directors,
       shall  have  the  power to amend  the Plan in any  manner  which it deems
       desirable,  including, but not by way of limitation,  the right to change
       or modify  the  method of  allocation  of  contributions,  to change  any
       provision relating to the distribution of payment, or both, of any of the
       assets of the Trust Fund. Further, the Employer may (i) change the choice
       of options in the Adoption Agreement; (ii) add overriding language in the
       Adoption Agreement when such language is necessary to satisfy Section 415
       or  Section  416 of the  Code  because  of the  required  aggregation  of
       multiple plans; and (iii) add certain model  amendments  published by the
       IRS which  specifically  provide that their  adoption  will not cause the
       Plan to be treated as individually  designed. An Employer that amends the
       Plan for any other reason,  will be  considered  to have an  individually
       designed plan.

       Any amendment shall become effective upon the vote of the Board of
       Directors of the Employer, unless such vote of the Board of Directors of
       the Employer specifies the effective date of the amendment.

       Such effective date of the amendment may be made retroactive to the vote
       of the Board of Directors, to the extent permitted by law.

(B)    The Employer expressly recognizes the authority of the Sponsor, Pentegra
       Services, Inc., to amend the Plan from time to time, except with respect
       to elections of the Employer in the Adoption Agreement, and the Employer
       shall be deemed to have consented to any such amendment. The Employer
       shall receive a written instrument indicating the amendment of the Plan
       and such amendment shall become effective as of the date of such
       instrument. No such amendment shall in any way impair, reduce or affect
       any Member's vested and nonforfeitable rights in the Plan and Trust.

Section 11.6      Solely for Benefit of Members Terminated Members and their
                  Beneficiaries

No changes may be made in the Plan which shall vest in the Employer, directly or
indirectly, any interest, ownership or control in any of the present or future
assets of the Trust Fund.


                                       47
<PAGE>

No part of the funds of the Trust other than such part as may be required to pay
taxes, administration expenses and fees, shall be reduced by any amendment or be
otherwise used for or diverted to purposes other than the exclusive benefit of
Members, retired Members, Former Members, and their Beneficiaries, except as
otherwise provided in Section 10.9 and under applicable law.

No amendment shall become effective which reduces the nonforfeitable percentage
of benefit that would be payable to any Member if his Employment were to
terminate and no amendment which modifies the method of determining that
percentage shall be made effective with respect to any Member with at least
three Years of Service unless such member is permitted to elect, within a
reasonable period after the adoption of such amendment, to have that percentage
determined without regard to such amendment.

Section 11.7      Successor to Business of the Employer

Unless this Plan and the related Trust Agreement be sooner terminated, a
successor to the business of the Employer by whatever form or manner resulting
may continue the Plan and the related Trust Agreement by executing appropriate
supplementary agreements and such successor shall thereupon succeed to all the
rights, powers and duties of the Employer hereunder. The Employment of any
Employee who has continued in the employ of such successor shall not be deemed
to have terminated or severed for any purpose hereunder if such supplemental
agreement so provides.

Section 11.8      Merger Consolidation and Transfer

The Plan shall not be merged or consolidated, in whole or in part, with any
other plan, nor shall any assets or liabilities of the Plan be transferred to
any other plan unless the benefit that would be payable to any affected Member
under such plan if it terminated immediately after the merger, consolidation or
transfer, is equal to or greater than the benefit that would be payable to the
affected Member under this Plan if it terminated immediately before the merger,
consolidation or transfer.

Section 11.9      Revocability

This Plan is based upon the condition precedent that it shall be approved by the
Internal Revenue Service as qualified under Section 401 (a) of the Code and
exempt from taxation under Section 501 (a) of the Code. Accordingly,
notwithstanding anything herein to the contrary, if a final ruling shall be
received in writing from the IRS that the Plan does not initially qualify under
the terms of Sections 401 (a) and 501 (a) of the Code, there shall be no vesting
in any Member of assets contributed by the Employer and held by the Trustee
under the Plan. Upon receipt of notification from the IRS that the Plan fails to
qualify as aforesaid, the Employer reserves the right, at its option, to either
amend the Plan in such manner as may be necessary or advisable so that the Plan
may so qualify, or to withdraw and terminate the Plan.

Upon the event of withdrawal and termination, the Employer shall notify the
Trustee and provide the Trustee with a copy of such ruling and the Trustee shall
transfer, and in accordance with applicable law, pay over to the Employer (or,
as applicable and to the extent attributable to Member after-tax contributions,
401(k) deferrals or rollover amounts, to the Members) all of the net assets
under the Plan which remain after deducting the proper expense of termination
and the Trust Agreement shall thereupon terminate. For purposes of this Article
XI, "final ruling" shall mean either (1) the initial letter ruling from the
District Director in response to the Employer's original application for such a
ruling, or (2) if such letter ruling is unfavorable and a written appeal is
taken or protest filed within 60 days of the date of such letter ruling, it
shall mean the ruling received in response to such appeal or protest.

If the Plan is terminated, the Plan Administrator shall promptly notify the IRS
and such other appropriate governmental authority as applicable law may require.
Neither the Employer nor its Employees shall make


                                       48
<PAGE>

any further contributions under the Plan after the termination date, except that
the  Employer  shall  remit  to the TPA a  reasonable  administrative  fee to be
determined  by the TPA for each  Member  with a balance in his Account to defray
the cost of implementing its termination.  Where the Employer has terminated the
Plan  pursuant to this Article,  the Employer may elect to transfer  assets from
the Plan to a  successor  plan  qualified  under  Section 401 (a) of the Code in
which event the Employer shall remit to the TPA an additional administrative fee
to be determined by the TPA to defray the cost of such transfer transaction.










                                       49
<PAGE>


                        TRUSTS ESTABLISHED UNDER THE PLAN

Assets of the Plan are held in trust under separate Trust Agreements with the
Trustee or Trustees. Any eligible Employee or Member may obtain a copy of these
Trust Agreements from the Plan Administrator.


IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the Plan by
the Employer, the Employer has caused these presents to be executed on its
behalf and its corporate seal to be hereunder affixed as of the ___ day of
__________________, 20____.

ATTEST:

_________________________________      By:     _____________________________
            Clerk
                                       Name:    ____________________________

                                       Title:   ____________________________






                                                                        Pentagra
                                                        108 Corporate Park Drive
                                                     White Plains, NY 10603-3805
                                                               Tel: 800-872-3473
                                                               Fax: 914-694-9384
<PAGE>

CITIZENS SOUTH BANK
Board of Directors
Annual Organizational Meeting Minutes
May 16, 2002
Page 22


         Senator Hoyle called attention to the Calendar of Meetings and Events
in each Director's book.

         President Price informed the Board and the Bank Management's Annual
Strategic Planning sessions were held May 2, 3, and 4, 2002.

         Chairman Hoyle discussed capital alternatives. Due to the discussions
involved, a Blackout was invoked until about Tuesday, May 28, 2002. Materials
from Luse Gorman Pomerenk & Schick, P.C., of Washington, D.C., and Keefe,
Bruyette & Woods, Inc., of Richmond, Virginia, were distributed and discussed. A
Plan of Reorganization is to be considered in a Special Meeting be conducted by
telephonic means, with an official vote to be taken, on Thursday, May 23, 2002,
at 9:00 a.m.

         Mr. Teem discussed the two 401(k) Plans of Citizens South Bank. Upon
motion by Director Rudisill and second by Director Fuller, the Board adopted the
following resolutions pertaining to (1) changing the name of the Gaston Federal
Bank 401(k) Plan to reflect the Bank's new name of Citizens South Bank; and (2)
to adopt the amendments to the Citizens Savings Bank of Salisbury, SSB
Employees' Savings and Profit Sharing Plan and Trust to bring it into IRS
compliance in order to apply for an IRS determination letter for the termination
of the old Citizens Bank Plan so that the former employees of Citizens Bank as
continuing employees of the former Citizens Bank and currently enrolled in the
Citizens South Bank 401(k) Plan may transfer their balances to a custodian of
their choice, including the Citizens South Plan:

         BE IT RESOLVED, that the Board of Directors hereby changes the name of
the Gaston Federal Bank Employees' Savings and Profit Sharing Plan and Trust
[401(k) Plan] to the Citizens South Bank Employees' Savings and Profit Sharing
Plan and Trust, and hereby appoints The Bank of New York as the Trustee and
Custodian for the Citizens South Bank Employees' Savings and Profit Sharing Plan
and Trust administered by Pentegra Services, Inc., and hereby approves the Trust
Agreement and Custody Agreement with The Bank of New York dated February 1,
2002; and hereby appoints the following individuals, who are currently officers
of Citizens South Bank, as being authorized to enter in the Trust Agreement: Kim
S. Price; Paul L. Teem, Jr.; and Betty B. Gaddis.

         BE IT RESOLVED, that the Board of Directors appoints Pentegra Services,
Inc. to apply for a determination letter for the termination of the Citizens
Savings Bank of Salisbury, SSB Employees' Savings and Profit Sharing Plan, to
update the Plan documents to bring it into compliance with applicable IRS
regulations, and to terminate the Plan as soon as it is practicable.

         [The full texts of these Resolutions are attached hereto and
incorporated herein by reference.]


<PAGE>

                    RESOLUTIONS OF THE BOARD OF DIRECTORS OF
                               CITIZENS SOUTH BANK
                    REGARDING THE BANK OF NEW YORK AS TRUSTEE
             FOR THE CITIZENS SOUTH BANK EMPLOYEES' SAVINGS & PROFIT
                             SHARING PLAN AND TRUST

WHEREAS, the Board of Directors of Citizens South Bank, has retained Pentegra
Services, Inc. ("PSI"), as the administrator of its Citizens South Bank
Employees' Savings & Profit Sharing Plan and Trust; and

WHEREAS, the Board of Directors has been advised that the Trustee services for
PSI are offered through The Bank of New York;

THEREFORE, BE IT RESOLVED, that the Board of Directors appoints the Bank of New
York as the Trustee and Custodian for Citizens South Bank Employees' Savings &
Profit Sharing Plan and Trust administered by PSI and hereby approves the Trust
Agreement and Custody Agreement with The Bank of New York dated February 1,
2002; and

BE IT FURTHER RESOLVED, that the Board of Directors appoints the following
individual(s) as being authorized to enter into the Trust Agreement:

        Name                       Title                       Signature

     Kim S. Price       President/Chief Executive Officer  /s/ Kim S. Price

     Paul L. Teem, Jr.  Executive Vice Pres./Secretary     /s/ Paul L. Teem, Jr.

     Betty B. Gaddis    Vice President - Human Resources   /s/ Betty B. Gaddis



         SECRETARY'S CERTIFICATE

I, Paul L. Teem, Jr., Secretary of Citizens South Bank hereby certify that the
above resolutions were duly adopted by the Board of Directors of Citizens South
Bank in a Consent to Action in Lieu of Meeting dated as of May 16, 2002.

                                          /s/ Paul L. Teem, Jr.
                                   ---------------------------------------------
                                   Signature of Secretary of Citizens South Bank

                                           May 16, 2002
                                   ---------------------------------------------
                                   Date


<PAGE>

                                Amendment to the
                               Gaston Federal Bank
               Employees' Savings & Profit Sharing Plan and Trust

1.       Effective January 01, 2002, the Gaston Federal Bank Employees' Savings
         & Profit Sharing Plan and Trust (the "Plan") is amended as follows:

         a.       Article III of the Plan document is amended by adding the
                  following to the end of such Article:

                  The Employer may elect, in its Adoption Agreement, to provide
                  catch-up contributions whereby 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 will be
                  eligible to make catch-up contributions in accordance with,
                  and subject to the limitations of, Section 414(v) of the
                  Internal Revenue Code. Such catch-up contributions shall not
                  be taken into account for purposes of the provisions of the
                  Plan implementing the required limitations of Sections 402(g)
                  and 415 of the Code. The Plan shall not be treated as failing
                  to satisfy the provisions of the Plan implementing the
                  requirements of section 401(k)(3), 401(k)(11), 401(k)(12),
                  410(b), or 416 of the Code, as applicable, by reason of the
                  making of such catch-up contributions.

         b.       The Adoption Agreement for the Plan is amended by adding the
                  following to the end of the Section entitled "Contributions":

                  Catch-up Contributions:

                  A member who meets the requirements to make catch-up
                  contributions under Section 414(v) of the Code shall be
                  eligible to make catch-up contributions under the Plan.

2.       Effective January 01, 2002, the Adoption Agreement for the Plan is
         amended to provide that the maximum amount of monthly contributions a
         Member may make to the Plan (both pre-tax deferrals and after-tax
         contributions) is 75% (enter an amount from 1% - 75% in 1% increments)
         of the Member's Plan Salary.

Upon execution by the Employer of this Amendment, the Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan,
as amended, and Trust Agreement (the "Agreement"), shall constitute the Gaston
Federal Bank Employees' Savings & Profit Sharing Plan and Trust.

IN WITNESS WHEREOF, Gaston Federal Bank has caused this Amendment to the
Agreement to be executed by its duly authorized officer this 24th day of
January, 2002.

                                                 /s/ Paul L. Teem, Jr.
                                                 -------------------------------
                                                 Signature of Authorized Officer
                                                 Paul L. Teem, Jr.

                                                 Executive Vice President
                                                 -------------------------------
                                                 Title of Officer


<PAGE>


                         Amendment to Adoption Agreement
                                       for
                               GASTON FEDERAL BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                                       D20

Effective January 1, 2002, the Adoption Agreement for Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust is amended as follows:

1.       Section II(G), Definitions is replaced by the following Section II(G):

         II.  Definitions

         G.   "Salary" for benefit purposes under the Plan means (choose 1, 2,
              or 3):

         1. __    Total taxable compensation as reported on Form W-2 (exclusive
                  of any compensation deferred from a prior year).

         2. X     Basic Salary only.

         3. X     Basic Salary plus one or more of the following (if 3 is
                  chosen, then choose (a) or (b), and/or (c) or (d), which ever
                  shall apply):

                   (a) X     Commissions not in excess of $___________.

                   (b) __    Commissions to the extent that Basic Salary plus
                             Commissions do not exceed $___________.

                   (c) __    Overtime.

                   (d) X     Overtime and bonuses.

         Note:  Member pre-tax contributions to a Section 401(k) plan are always
                included in Plan Salary

2.       Section IV(B), Hours of Employment and Prior Employment Credit is
         replaced by the following Section IV(B):

         IV.  Hours of Employment and Prior Employment Credit

              B.   Prior Employment Credit:

                 X           Employment with the following entity or entities
                             shall be included for eligibility and vesting
                             purposes:

                                Citizens Savings Bank, Salisbury, NC



         Note:  If this Plan is a continuation of a Predecessor Plan, service
                under the Predecessor Plan shall be counted under this Plan.

                EXECUTION OF AMENDMENT TO THE ADOPTION AGREEMENT

Upon execution by the Employer of this Amendment, the Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan
and Trust Agreement (the "Agreement"), shall constitute the Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust.

<PAGE>

IN WITNESS WHEREOF, the Employer has caused this Amendment to the Adoption
Agreement to be executed by its duly authorized officer this 19th day of
November, 2001.

                                      GASTON FEDERAL BANK

                                       By:    Paul L. Teem, Jr.
                                          --------------------------------------

                                       Name:  Paul L. Teem, Jr.
                                            ------------------------------------
                                       Title: Executive Vice President and Secy.
                                              ----------------------------------
<PAGE>

                         Amendment to Adoption Agreement
                                       for
                               GASTON FEDERAL BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                                       D20

Effective August 1, 2001, the Adoption Agreement for Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust is amended as follows:

1.       Section IX, Vesting Schedules; Years of Employment for Vesting Purposes
         is replaced by the following Section IX:

A.       (Choose 1, 2, 3, 4, 5, 6 or 7)

                     Schedule                Years of Employment      Vested %
                     --------                -------------------      --------

         1. __       Immediate               Upon Enrollment            100%

         2. __       2 - 6 Year Graded       Less than 20%
                                             2 but less than 3           20%
                                             3 but less than 4           40%
                                             4 but less than 5           60%
                                             5 but less than 6           80%
                                             6 or more                  100%

         3. __       5-Year Cliff            Less than 5                  0%
                                             5 or more                  100%

         4. X        3-Year Cliff            Less than 3                  0%
                                             3 or more                  100%

         5. __       4-Year Graded           Less than 1                  0%
                                             1 but less than 2           25%
                                             2 but less than 3           50%
                                             3 but less than 4           75%
                                             4 or more                  100%

         6. __       3-7 Year Graded         Less than 3                  0%
                                             3 but less than 4           20%
                                             4 but less than 5           40%
                                             5 but less than 6           60%
                                             6 but less than 7           80%
                                             7 or more                  100%
<PAGE>


                     Schedule                Years of Employment      Vested %
                     --------                -------------------      --------

         7. __       Other                   Less than _______            0%
                                             __ but less than __        ___%
                                             __ but less than __        ___%
                                             __ but less than __        ___%
                                             __ but less than __        ___%
                                             __ or more                 100%

B.       With respect to the schedules listed above, the Employer elects (choose
         1, 2, 3, 4, and/or 5):

         1.  Schedule solely with respect to Employer matching contributions.

         2.  Schedule solely with respect to Employer basic contributions.

         3.  Schedule solely with respect to Employer supplemental
             contributions.

         4.  Schedule solely with respect to Employer profit sharing
             contributions.

         5.  Schedule 4 with respect to all Employer contributions.

         Note:    Notwithstanding any election by the Employer to the contrary,
                  each Member shall acquire a 100% vested interest in his
                  Account attributable to all Employer contributions made to the
                  Plan upon the earlier of (i) attainment of Normal Retirement
                  Age, (ii) approval for disability or (iii) death. In addition,
                  a Member shall at all times have a 100% vested interest in the
                  Employer Qualified Non-Elective Contributions, if any; Safe
                  Harbor CODA contributions, if any, and in the pre-tax elective
                  deferrals and nondeductible after-tax Member Contributions.

C.       Years of Employment Excluded for Vesting Purposes

         The following Years of Employment shall be disregarded for vesting
         purposes (choose whichever shall apply)

         1. __     Years of Employment during any period in which neither the
                   Plan nor any predecessor plan was maintained by the Employer.

         2. X      Years of Employment of a Member prior to attaining age 18.

                EXECUTION OF AMENDMENT TO THE ADOPTION AGREEMENT

Upon execution by the Employer of this Amendment, the Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan
and Trust Agreement (the "Agreement"), shall constitute the Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust.

IN WITNESS WHEREOF, the Employer has caused this Amendment to the Adoption
Agreement to be executed by its duly authorized officer this 30th day of July,
2001.

                                    GASTON FEDERAL BANK

                                    By:    /s/ Kim S. Price
                                       -----------------------------------------

                                    Name:  Kim S. Price
                                         ---------------------------------------
                                    Title: President and Chief Executive Officer



                                       2
<PAGE>


                         Amendment to Adoption Agreement
                                       for
                               Gaston Federal Bank
               Employees' Savings & Profit Sharing Plan and Trust
                                 Employer # D20

Effective January 4, 2000, the Adoption Agreement for Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust is amended as follows:

1.       Section VI:  Investment Funds is amended by adding the following to
                      Section VI:

         Section VI:  Investment Funds:

         The Employer hereby appoints Barclays Global Investors, N.A. to serve
         as Investment Manager under the Plan.

         The Gaston Federal Bank (the "Employer") hereby selects the following
         additional investment funds to be made available under the Plan (choose
         whichever shall apply) and consent to the lending of securities by such
         funds to brokers and other borrowers. The Employer agrees and
         acknowledges that the selection of Investment Funds made in Section VI
         is solely its responsibility, and no other person, including the
         Sponsor or Investment Manager, has any discretionary authority or
         control with respect to such selection process. The Employer hereby
         holds the Investment Manager harmless from, and indemnifies it against,
         any liability Investment Manager may incur with respect to such
         Investment Funds so long as Investment Manager is not negligent and has
         not breached its fiduciary duties.

         1. X     S&P 500/Growth Stock Fund

         2. X     S&P 500/Value Stock Fund

         3. X     Russell 2000 Stock Fund

                EXECUTION OF AMENDMENT TO THE ADOPTION AGREEMENT

Upon execution by the Employer of this Amendment, the Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan
and Trust Agreement (the "Agreement"), shall constitute the Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust.

IN WITNESS WHEREOF, the Employer has caused this Amendment to the Adoption
Agreement to be executed by its duly authorized officer this 24th day of
September, 1999.

                        GASTON FEDERAL BANK

                        By:    Paul L. Teem, Jr.
                               ---------------------------------------

                        Name:  Paul L. Teem, Jr.
                               ---------------------------------------

                        Title: Executive Vice President and Secretary
                               ---------------------------------------
                               Gaston Federal Bank  D 20
<PAGE>

                         AMENDMENT TO ADOPTION AGREEMENT
                                       for
                               GASTON FEDERAL BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                                       D20

Effective January 1, 1999, Section 1.G of the Adoption Agreement for Gaston
Federal Bank Employees' Savings & Profit Sharing Plan and Trust is replaced by
the following Section 1.G:

Section 1.G: "Salary" for benefit purposes under the Plan means (choose 1, 2 or
3):

              1. __     Total taxable compensation as reported on Form W-2
                        (exclusive of any compensation deferred from a prior
                        year)

              2. __     Basis Salary only.

              3. X      Basic Salary plus one or more of the following (if 3 is
                        chosen, then choose (a), (b), (c) or (d), whichever
                        shall apply):

          (a) __     Commissions not in excess of $_____________

          (b) X      Commissions to the extent that Basic Salary plus
                     Commissions do not exceed $80,000.00

          (c) __     Overtime

          (d) __     Overtime and bonuses

          Note: Member pre-tax contributions to a Section 401(k) plan are always
                included in Plan Salary.

                Member pre-tax contributions to a Section 125 cafeteria plan are
                also to be included in Plan Salary, unless the Employer elects
                to exclude such amounts by checking this line ________.

EXECUTION OF AMENDMENT TO THE ADOPTION AGREEMENT

Upon execution by the Employer of this Amendment, this Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan
and Trust Agreement (the "Agreement"), shall constitute the Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust.

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed by its duly authorized officer this 16th day of August, 1999.

                                              GASTON FEDERAL BANK

                                         By:  Paul L. Teem, Jr.
                                              ----------------------------------

                                       Name:  Paul L. Teem, Jr.
                                              ----------------------------------

                                       Title: Executive Vice President and Secy.
                                              ----------------------------------
<PAGE>


                         AMENDMENT TO ADOPTION AGREEMENT
                                       for
                               GASTON FEDERAL BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                                       D20

Effective January 1, 1999, the Adoption Agreement for Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust is amended as follows:

1.       Section (C): Employer Matching Contributions is replaced by the
         following Section (C):

         C.       Employer Matching Contributions (fill in 1 if applicable; and
                  choose 2, 3, 4 or 5):

         1. __    The  Employer  matching  contributions  under 2, 3 or 4 below
                  shall be based on the Member's contributions not in excess of
                  6% (1 - 20 but not in excess of the  percentage  specified  in
                  A.1 above) of the  Member's Salary.

         2. X     The Employer shall allocate to each contributing  Member's
                  Account an amount equal to 50% (based on 1% increments not to
                  exceed 200%) of the Member's contributions for that month.

         3. __    The Employer shall allocate to each contributing  Member's
                  Account an amount determined in accordance with the following
                  schedule:

                  Years of Employment                     Matching %
                  -------------------                     ----------
                  Less than 3                             50%
                  At least 3, but less than 5             75%
                  5 or more                               100%

        4. __     The Employer shall allocate to each contributing Member's
                  Account an amount determined in accordance with the following
                  schedule:

                  Years of Employment                     Matching %
                  -------------------                     ----------
                  Less than 3                             100%
                  At least 3, but less than 5             150%
                  5 or more                               200%

        5. __     No Employer matching contributions will be made to the Plan.

EXECUTION OF AMENDMENT TO THE ADOPTION AGREEMENT

Upon execution by the Employer of this Amendment, the Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan
and Trust Agreement (the "Agreement"), shall constitute the Gaston Federal Bank
Employees' Savings & Profit Sharing Plan and Trust.

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed by its duly authorized officer this 30 day of December, 1998.

                                                      GASTON FEDERAL BANK

                                                  By: /s/ Paul L. Teem, Jr.
                                                      --------------------------

                                                Name: Paul L. Teem, Jr.
                                                      --------------------------

                                               Title: Executive VP and Secy
                                                      --------------------------