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                                                                   EXHIBIT 10.20

                            ADOPTION AGREEMENT #009

                        STANDARDIZED CODE ss401(k) PLAN

                          (PAIRED PROFIT SHARING PLAN)

     The undersigned, American Stone Corporation ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the FirstMerit
Bank, N.A. Defined Contribution Master Plan (basic plan document #01) by
adopting the accompanying Plan and Trust in full as if the Employer were a
signatory to that Agreement. The Employer makes the following elections granted
under the provisions of the Master Plan.

                                   ARTICLE I

                                  DEFINITIONS

     1.02  TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose
(a) or (b))

[x]     (a)  A discretionary Trustee. See Section 10.03[A] of the Plan.

[ ]     (b)  A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
[Note: The Employer may not elect Option (b) if a Custodian executes the
Adoption Agreement.]

     1.03  PLAN. The name of the Plan as adopted by the Employer is American
Stone Corporation 401(k) Profit Sharing Plan.

     1.07  EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) or (c))

[x]     (a)  No exclusions.

[ ]     (b)  Collective bargaining employees (as defined in Section 1.07 of
        the Plan).  [Note: If the Employer excludes union employees from the
        Plan, the Employer must be able to provide evidence that retirement
        benefits were the subject of good faith bargaining.]

[ ]     (c)  Nonresident aliens who do not receive any earned income (as defined
        in Code ss.911(d)(2)) from the Employer which constitutes United States
        source income (as defined in Code ss.861(a)(3)).

Related Employers/Leased Employees.  An Employee of any member of the Employer's
related group (as defined in Section 1.30 of the Plan), and any Leased Employee
treated as an Employee under Section 1.31 of the Plan, is eligible to
participate in the Plan, unless excluded by reason of Options (b) or (c).
[Note: A related group member may not contribute to this Plan unless it executes
a Participation Agreement, even if its Employees are Participants in the Plan.]

     1.12  COMPENSATION.

Treatment of elective contributions.  (Choose (a) or (b))

[x]     (a)  "Compensation" includes elective contributions made by the
        Employer on the Employee's behalf.

[ ]     (b)  "Compensation" does not include elective contributions.

Modifications to Compensation definition.  (Choose (c) or at least one of (d)
and (e))

[x]     (c)  No modifications other than as elected under Options (a) or (b).

[ ]     (d)  The Plan excludes Compensation in excess of $_______________.
                                                        


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[ ]     (e)  In lieu of the definition in Section 1.12 of the Plan,
        Compensation means any earnings reportable as W- 2 wages for Federal
        income tax withholding purposes, subject to any other election under
        this Adoption Agreement Section 1.12.

Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (f) or any combination of (g) and (h), if applicable)

[x]     (f)  No exceptions.

[ ]     (g)  The dollar limitation described in Option (d) does not apply.

[ ]     (h)  If the Employee makes elective contributions to another plan
        maintained by the Employer, the Advisory Committee will determine the
        amount of the Employee's salary reduction contribution for the
        withholding period: (Choose (1) or (2))

        [ ]     (1)  After the reduction for such period of elective 
                contributions to the other plan(s).

        [ ]     (2)  Prior to the reduction for such period of elective 
                contributions to the other plan(s).

     1.17  PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

[x]     (a)  The 12 consecutive month period ending every December 31.

[ ]     (b)  (Specify)_________________________________________________________.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

[x]     (c)  The Plan Year.

[ ]     (d)  The 12 consecutive month period ending every .

     1.18  EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is January 1, 1999.

Restated Plan. The restated Effective Date is _______________.
This Plan is a substitution and amendment of an existing retirement plan(s) 
originally established ___________________. 
[Note: See the Effective Date Addendum.]

      1.27  HOUR OF SERVICE. The crediting method for Hours of Service is: 
            (Choose (a) or (b))

[x]     (a)  The actual method.

[ ]     (b)  The equivalency method, except:

        [ ]     (1)  No exceptions.

        [ ]     (2)  The actual method applies for purposes of: (Choose at
                least one)

                [ ]     (i)  Participation under Article II.

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        [ ]     (ii)  Vesting under Article V.

        [ ]     (iii)  Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

     1.29  SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): n/a
___________________________.  Service with the designated predecessor
employer(s) applies: (Choose at least one of (a) or (b))

[ ]     (a)  For purposes of participation under Article II.

[ ]     (b)  For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

     1.31  LEASED EMPLOYEES. If a Leased Employee participates in a safe harbor
money purchase plan (as described in Section 1.31) maintained by the leasing
organization, but the Employer is not eligible for the safe harbor plan
exception: (Choose (a) or (b))

[ ]     (a)  The Advisory Committee will determine the Leased Employee's
        allocation of Employer contributions under Article III without taking
        into account the Leased Employee's allocation under the safe harbor
        plan.

[x]     (b)  The Advisory Committee will reduce the Leased Employee's allocation
        of Employer nonelective contributions (other than designated qualified
        nonelective contributions) under this Plan by the Leased Employee's
        allocation under the safe harbor plan, but only to the extent that
        allocation is attributable to the Leased Employee's service provided to
        the Employer.  [Note: The Employer may not elect Option (b) if a Paired
        Plan or any other plan of the Employer makes a similar reduction for the
        same plan of the leasing organization.]
                                        
                                   ARTICLE II
                                        
                             EMPLOYEE PARTICIPANTS

     2.01  ELIGIBILITY.

Eligibility conditions.  To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both)

[x]     (a)  Attainment of age 18 (specify age, not exceeding 21).

[x]     (b)  Service requirement.  (Choose (1), (2) or (3))

        [x]     (1)  One Year of Service.

        [ ]     (2)  ___ months (not exceeding 12) following the Employee's 
                Employment Commencement Date.

        [ ]     (3)  One Hour of Service.
                                        
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Plan Entry Date.  "Plan Entry Date" means the Effective Date and: (Choose (c),
(d) or (e))

[ ]     (c)  Semi-annual Entry Dates.  The first day of the Plan Year and the
first day of the seventh month of the Plan Year.

[ ]     (d)  The first day of the Plan Year.

[x]     (e)  (Specify entry dates) January 1, April 1, July 1, or October 1.

Time of Participation.  An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date): (Choose (f), (g) or (h))

[x]     (f)  immediately following

[ ]     (g)  immediately preceding

[ ]     (h)  nearest
 
the date the Employee completes the eligibility conditions described in Options
(a) and (b) of this Adoption Agreement Section 2.01. [Note: The Employer must
coordinate the selection of (f), (g) or (h) with the "Plan Entry Date" selection
in (c), (d) or (e). Unless otherwise excluded under Section 1.07, the Employee
must become a Participant by the earlier of: (1) the first day of the Plan Year
beginning after the date the Employee completes the age and service requirements
of Code ss.410(a); or (2) 6 months after the date the Employee completes those
requirements.]

Dual eligibility.  The eligibility conditions of this Section 2.01 apply to:
(Choose (i) or (j))

[x]     (i)  All Employees of the Employer, except: (Choose (1) or (2))

        [x]     (1)  No exceptions.

        [ ]     (2)  Employees who are Participants in the Plan as of the
                     Effective Date.

[ ]     (j)  Solely to an Employee employed by the Employer after _______. If
        the Employee was employed by the Employer on or before the specified
        date, the Employee will become a Participant: (Choose (1) or (2))

        [ ]     (1)  On the latest of the Effective Date, his Employment
                Commencement Date or the date he attains age ________
                (not to exceed 21).

        [ ]     (2)  Under the eligibility conditions in effect under the Plan
                prior to the restated Effective Date. If the restated Plan
                required more than one Year of Service to participate, the
                eligibility condition under this Option (2) for participation in
                the Code ss.401(k) arrangement under this Plan is one Year of
                Service for Plan Years beginning after December 31, 1988. [For
                restated plans only]

     2.02  YEAR OF SERVICE - PARTICIPATION.

Hours of Service.  An Employee must complete: (Choose (a) or (b))

[x]     (a)  1,000 Hours of Service

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[ ]     (b)  ____ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service.  [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period.  After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

[ ]     (c)  The 12 consecutive month period beginning with each anniversary of
        an Employee's Employment Commencement Date.

[x]     (d)  The Plan Year, beginning with the Plan Year which includes the
        first anniversary of the Employee's Employment Commencement Date.

     2.03 BREAK IN SERVICE - PARTICIPATION.  The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))

[x]     (a)  Does not apply to the Employer's Plan.

[ ]     (b)  Applies to the Employer's Plan.

                                  ARTICLE III

                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

     3.01 AMOUNT.

Part I. [Options (a) through (g)] Amount of Employer's contribution. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[x]     (a)  Deferral contributions (Code ss.401(k) arrangement). The Employer
        must contribute the amount by which the Participants have reduced their
        Compensation for the Plan Year, pursuant to their salary reduction
        agreements on file with the Advisory Committee. A reference in the Plan
        to salary reduction contributions is a reference to these amounts.

[x]     (b)  Matching contributions. The Employer will make matching
        contributions in accordance with the formula(s) elected in Part II of
        this Adoption Agreement Section 3.01.

[x]     (c)  Designated qualified nonelective contributions. The Employer, in
        its sole discretion, may contribute an amount which it designates as a
        qualified nonelective contribution.

[x]     (d)  Nonelective contributions.

        [x]     (1)  Discretionary contribution.  The amount (or additional
                amount) the Employer may from time to time deem advisable.

        [ ]     (2)  __% of the Compensation of all Participants under the
                Plan, determined for the  Employer's taxable year for which it
                makes the contribution.  [Note: The percentage selected may
                not exceed 15%.]

        [ ]     (3)  __% of Net Profits but not more than $__________.

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[ ]     (e)  Frozen Plan.  This Plan is a frozen Plan effective
         __________. The Employer will not contribute to the Plan with respect
         to any period following the stated date.

Net Profits.  The Employer: (Choose (f) or (g))

[x]     (f)  Need not have Net Profits to make its annual contribution under
        this Plan.

[ ]     (g)  Must have current or accumulated Net Profits exceeding $________
        to make the following contributions: (Choose at least one of
        (1), (2) and (3))

        [ ]     (1)  Matching contributions described in Option (b),
                except:___________________________________.             

        [ ]     (2)  Qualified nonelective contributions described in
                Option (c).

        [ ]     (3)  Nonelective contributions described in Option ________.

"Net Profits" means the Employer's net income or profits for any taxable year
determined by the Employer upon the basis of its books of account in accordance
with generally accepted accounting practices consistently applied without any
deductions for Federal and state taxes upon income or for contributions made by
the Employer under this Plan or under any other employee benefit plan the
Employer maintains. The term "Net Profits" specifically excludes n/a. [Note:
Enter "N/A" if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the
matching contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) exec ute this
Adoption Agreement, each participating member will determine Net Profits
separately but will not apply this reduction unless, after combining the
separately determined Net Profits, the aggregate Net Profits are insufficient to
satisfy the matching contribution liability. "Net Profits" includes both current
and accumulated Net Profits.

Part II.  [Options (h) and (i)] Matching contribution formula.  [Note: If the
Employer elected Option (b), complete Options (h) and (i).]

[x]     (h)  Amount of matching contributions. Subject to Option (i), for
          each Plan Year, the Employer's matching contribution is: (Choose any
          combination of (1), (2), (3) and (4))

        [x]     (1)  An amount equal to 50% of each Participant's salary
                reduction contributions for the Plan Year.

        [ ]     (2)  An amount equal to __% of each Participant's first tier
                of salary reduction contributions for the Plan Year, plus
                the following matching percentage(s) for the following
                subsequent tiers of salary reduction contributions for the
                Plan Year:________________________________________________
                ________________________________________________________.

        [ ]     (3)  Discretionary formula.

                [ ]     (i)  An amount (or additional amount) equal to a
                        matching percentage the Employer from time to time
                        may deem advisable of the Participant's salary
                        reduction contributions for the Plan Year.

                [ ]     (ii)  An amount (or additional amount) equal to a
                        matching percentage the Employer from time to time
                        may deem advisable of each tier of the Participant's
                        salary reduction contributions for the Plan Year.

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        [Note: Under Options (2) or (3)(ii), the matching percentage for any
        subsequent tier of salary reduction contributions may not exceed the
        matching percentage for any prior tier.]

        [ ]     (4)  A Participant's matching contributions may not:

                [ ]     (i)   Exceed _________________________________________.

                [ ]     (ii)  Be less than ___________________________________. 

[x]     (i)  Amount of salary reduction contributions taken into account. When
        determining a Participant's salary reduction contributions taken into
        account under the matching contributions formula(s), the following
        rules apply: (Choose any combination of (1) through (3))

        [ ]     (1)  The Advisory Committee will take into account all salary
                reduction contributions credited for the Plan Year.

        [x]     (2)  The Advisory Committee will disregard salary reduction
                contributions exceeding six percent of compensation.

        [ ]     (3)  The Advisory Committee will treat as the first tier of
                salary reduction contributions, an amount not exceeding:_______.
                The subsequent tiers of salary reduction contributions
                are: ____________________________________________.

Part III.  [Option (j).].  Special rules for Code ss.401(k) Arrangement.
(Choose (j), if applicable)

[x]     (j)  Salary Reduction Agreements.  The following rules and
        restrictions apply to an Employee's salary reduction agreement:
        (Make a selection under (1), (2), (3) and (4))

        (1)  Limitation on amount.  The Employee's salary reduction
         contributions: (Choose (i) or at least one of (ii) or (iii))

             [ ]     (i)  No maximum limitation other than as provided in the
                     Plan.

             [x]     (ii)  May not exceed 15% of Compensation for the Plan
                     Year, subject to the annual additions limitation
                     described in Part 2 of Article III and the 402(g)
                     limitation described in Section 14.07 of the Plan.

             [ ]     (iii)  Based on percentages of Compensation must equal at
                     least ________________________________________________.

        (2)  An Employee may revoke, on a prospective basis, a salary reduction
        agreement: (Choose (i), (ii), (iii) or (iv))

             [ ]     (i)  Once during any Plan Year but not later than        
                     ________________________________ of the Plan Year.

             [x]     (ii)  As of any Plan Entry Date.

             [ ]     (iii)  As of the first day of any month.

             [ ]     (iv)  (Specify, but must be at least once per Plan Year) 
                     ____________________.


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     (3)  An Employee who revokes his salary reduction agreement may file a new
     salary reduction agreement with an effective date: (Choose (i), (ii), (iii)
     or (iv))

           [ ]     (i)  No earlier than the first day of the next Plan Year.

           [x]     (ii)  As of any subsequent Plan Entry Date.

           [ ]     (iii)  As of the first day of any month subsequent to the
                   month in which he revoked an Agreement.

           [ ]     (iv)  Specify, but must be at least once per Plan Year
                   following the Plan Year of revocation) ________________
                   ___________________________________________.

     (4)  A Participant may increase or may decrease, on a prospective basis,
     his salary reduction percentage or dollar amount: (Choose (i), (ii), (iii)
     or (iv))

           [ ]     (i)  As of the beginning of each payroll period.

           [ ]     (ii)  As of the first day of each month.

           [x]     (iii)  As of any Plan Entry Date.

           [ ]     (iv)  (Specify, but must permit an increase or a decrease at
                   least once per Plan Year) .

     3.04  CONTRIBUTION ALLOCATION. The Advisory Committee will allocate
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section 14.06 of
the Plan and the elections under this Adoption Agreement Section 3.04.

Part I. [Options (a) through (d)]. Special Accounting Elections. (Choose
whichever elections are applicable to the Employer's Plan)

[x]     (a)  Matching Contributions Account. The Advisory Committee will
        allocate matching contributions to a Participant's: (Choose (1) or (2);
        (3) is available only in addition to (1))

        [x]     (1)  Regular Matching Contributions Account.

        [ ]     (2)  Qualified Matching Contributions Account.

        [ ]     (3)  Except, matching contributions under Option(s) of
                Adoption Agreement Section 3.01 are allocable to the Qualified
                Matching Contributions Account.

[x]     (b)  Special Allocation Dates for Salary Reduction Contributions. The
        Advisory Committee will allocate salary reduction contributions as of
        the Accounting Date and as of the following additional allocation
        dates: as of each pay period for which a contribution was made pursuant
        to a salary reduction agreement.

[x]     (c)  Special Allocation Dates for Matching Contributions. The Advisory
        Committee will allocate matching contributions as of the Accounting
        Date and as of the following additional allocation dates: as of each
        pay period for which a contribution was made pursuant to a salary
        reduction agreement.

[x]     (d)  Designated Qualified Nonelective Contributions - Definition of
        Participant. For purposes of allocating the designated qualified
        nonelective contribution, "Participant" means: (Choose (1) or (2))

        [ ]     (1)  All Participants. 

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[x]     (d)  Designated Qualified Nonelective Contributions - Definition of
         Participant. For purposes of allocating the designated qualified
         nonelective contribution, "Participant" means: (Choose (1) or (2))

        [ ]     (1)  All Participants.

        [x]     (2)  Participants who are Nonhighly Compensated Employees.

Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit the annual nonelective contributions (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the method selected under this Part II. (Choose an allocation
method under (e), (f), (g) or (h); (i) is mandatory if the Employer elects (f),
(g) or (h))

[x]     (e)  Nonintegrated Allocation Formula. The Advisory Committee will
        allocate the annual nonelective contributions in the same ratio that
        each Participant's Compensation for the Plan Year bears to the total
        Compensation of all Participants for the Plan Year.

[ ]     (f)  Two-Tiered Integrated Allocation Formula - Maximum Disparity.
        First, the Advisory Committee will allocate the annual nonelective
        contributions in the same ratio that each Participant's Compensation
        plus Excess Compensation for the Plan Year bears to the total
        Compensation plus Excess Compensation of all Participants for the Plan
        Year. The allocation under this paragraph, as a percentage of each
        Participant's Compensation plus Excess Compensation, must not exceed
        the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
        Disparity Table following Option (i).

        The Advisory Committee then will allocate any remaining nonelective
        contributions in the same ratio that each Participant's Compensation for
        the Plan Year bears to the total Compensation of all Participants for
        the Plan Year.

[ ]     (g)  Three-Tiered Integrated Allocation Formula. First, the Advisory
        Committee will allocate the annual nonelective contributions in the same
        ratio that each Participant's Compensation for the Plan Year bears to
        the total Compensation of all Participants for the Plan Year. The
        allocation under this paragraph, as a percentage of each Participant's
        Compensation may not exceed the applicable percentage (5.7%, 5.4% or
        4.3%) listed under the Maximum Disparity Table following Option (i).

        As a second tier allocation, the Advisory Committee will allocate the
        nonelective contributions in the same ratio that each Participant's
        Excess Compensation for the Plan Year bears to the total Excess
        Compensation of all Participants for the Plan Year. The allocation under
        this paragraph, as a percentage of each Participant's Excess
        Compensation, may not exceed the allocation percentage in the first
        paragraph.

        Finally, the Advisory Committee will allocate any remaining nonelective
        contributions in the same ratio that each Participant's Compensation for
        the Plan Year bears to the total Compensation of all Participants for
        the Plan Year.

[ ]     (h) Four-Tiered Integrated Allocation Formula. First, the Advisory
        Committee will allocate the annual nonelective contributions in the same
        ratio that each Participant's Compensation for the Plan Year bears to
        the total Compensation of all Participants for the Plan Year, but not
        exceeding 3% of each Participant's Compensation.

        As a second tier allocation, the Advisory Committee will allocate the
        nonelective contributions in the same ratio that each Participant's
        Excess Compensation for the Plan Year bears to the total Excess
        Compensation of all Participants for the Plan Year, but not exceeding 3%
        of each Participant's Excess Compensation.

                                        9

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        As a third tier allocation, the Advisory Committee will allocate the
        annual contributions in the same ratio that each Participant's
        Compensation plus Excess Compensation for the Plan Year bears to the
        total Compensation plus Excess Compensation of all Participants for the
        Plan Year. The allocation under this paragraph, as a percentage of each
        Participant's Compensation plus Excess Compensation, must not exceed the
        applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
        Disparity Table following Option (i).

        The Advisory Committee then will allocate any remaining nonelective
        contributions in the same ratio that each Participant's Compensation for
        the Plan Year bears to the total Compensation of all Participants for
        the Plan Year.

[ ]     (i)  Excess Compensation. For purposes of Option (f), (g) or (h),
        "Excess Compensation" means Compensation in excess of the following
        Integration Level: (Choose (1) or (2))

        [ ]     (1)  ___% (not exceeding 100%) of the taxable wage base, as
                determined under Section 230 of the Social Security Act, in
                effect on the first day of the Plan Year: (Choose any
                combination of (i) and (ii) or choose (iii))

                [ ]     (i)  Rounded to ______________________ (but not
                        exceeding the taxable wage base).

                [ ]     (ii)  But not greater than $____.

                [ ]     (iii)  Without any further adjustment or limitation.

        [ ]     (2)  $______ [Note: Not exceeding the taxable wage base for the
                Plan Year in which this Adoption Agreement first is effective.]

Maximum Disparity Table. For purposes of Options (f), (g) and (h), the
applicable percentage is:

<TABLE>
<CAPTION>
     Integration Level (as                  Applicable Percentages for     Applicable Percentages
percentage of taxable wage base)    Option (f) or Option (g)          for Option (h)  
<S>                                <C>                                <C>
100%                                         5.7%                          2.7%

More than 80% but less than 100%             5.4%                          2.4%

More than 20% (but not less than $10,001)
and not more than 80%                        4.3%                          1.3%

20% (or $10,000, if greater) or less         5.7%                          2.7%
</TABLE>

Top Heavy Minimum Allocation - Application of Requirement. The Plan applies the
top heavy minimum allocation requirements of Section 3.04(B)(1): (Choose (j) or
(k))

[x]     (j)  In all Plan Years. A Participant is entitled to the top heavy
        minimum allocation if he is employed by the Employer on the last day of
        the Plan Year, unless: (Choose (1) or (2))

        [x]     (1)  No exceptions.

        [ ]     (2)  The Participant is a Key Employee for the Plan Year. [Note:
                If the Employer selects this Option (2), it will have to
                determine for each Plan Year who are the Key Employees under the
                Plan.]

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[ ]     (k)  Only in Plan Years for which the Plan is top heavy.  A Participant
        is entitled to the top heavy minimum allocation if he is employed by the
        Employer on the last day of the Plan Year, unless he is a Key Employee.
        [Note: Option (k) will require the Advisory Committee to determine
        whether the Plan is top heavy for a Plan Year.]

Top Heavy Minimum Allocation - Method of Compliance.  If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (l) or (m))

[x]     (l)  The Employer will make any necessary additional contribution to
the Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[ ]     (m)  The Employer will satisfy the top heavy minimum allocation under
the Paired Pension Plan the Employer also maintains under this Master Plan.
However, the Employer will make any necessary additional contribution to satisfy
the top heavy minimum allocation for an Employee covered only under this Plan
and not under the Paired Pension Plan. See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan which is not a Paired Pension Plan
offered under this Master Plan, the Employer may provide in an addendum to this
Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
contributions and forfeitures to each Participant in the Plan, in accordance
with the elections in this Adoption Agreement Section 3.04, without regard to
which contributing related group member employs the Participant. A Participant's
Compensation includes Compensation from all related employers, irrespective of
which related employers are contributing to the Plan. The signatory Employer and
any Participating Employer(s) will satisfy any fixed matching contribution
formula under Adoption Agreement Section 3.01 as agreed upon by those Employers.

     3.05  FORFEITURE ALLOCATION. Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

[ ]     (a)  As an Employer nonelective contribution for the Plan Year in
         which the forfeiture occurs, as if the Participant forfeiture were an
         additional nonelective contribution for that Plan Year.

[x]     (b)  To reduce the Employer matching contributions and nonelective
        contributions for the Plan Year: (Choose (1) or (2))

        [ ]     (1)  in which the forfeiture occurs.

        [x]     (2)  immediately following the Plan Year in which the forfeiture
                 occurs.

[ ]    (c)  To the extent attributable to matching contributions: (Choose (1),
       (2) or (3))

       [ ]    (1)  In the manner elected under Options (a) or (b).

       [ ]    (2)  First to reduce Employer matching contributions for the Plan
              Year: (Choose (i) or (ii))

              [ ]    (i)  in which the forfeiture occurs,

              [ ]    (ii) immediately following the Plan Year in which
                      the forfeiture occurs, then as elected in Options (a)
                      or (b).


                                       11
<PAGE>   12
        [ ]     (3)  As a discretionary matching contribution for the Plan Year 
                in which the forfeiture occurs, in lieu of the manner elected 
                under Options (a) or (b).

[ ]     (d)  First to reduce the Plan's ordinary and necessary administrative
        expenses for the Plan Year, and then will allocate any remaining
        forfeitures in the manner described in Options (a), (b) or (c), 
        whichever applies. If the Employer elects Option (c), the forfeitures 
        used to reduce Plan expenses: (Choose (1) or (2))
 
        [ ]     (1)  relate proportionately to forfeitures described in Option 
                (c) and to forfeitures described in Options (a) or (b).

        [ ]     (2)  relate first to forfeitures described in Option     .

Allocation of forfeited excess aggregate contributions. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

[ ]     (e)  To reduce Employer matching contributions for the Plan Year: 
        (Choose (1) or (2))

        [ ]     (1)  in which the forfeiture occurs.

        [ ]     (2)  immediately following the Plan Year in which the forfeiture
                occurs.
 
[ ]     (f)  As Employer discretionary matching contributions for the Plan
         Year in which forfeited, except the Advisory Committee will not
         allocate these forfeitures to the Highly Compensated Employees who
         incurred the forfeitures.

[x]     (g)  In accordance with Options (a) through (d), whichever applies,
        except the Advisory Committee will not allocate these forfeitures
        under Option (a) or under Option (c)(3) to the Highly Compensated
        Employees who incurred the forfeitures.

      3.06 ACCRUAL OF BENEFIT.

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any designated qualified nonelective contribution or nonelective contribution by
taking into account: (Choose (a) or (b))

[ ]     (a)  The Employee's Compensation for the entire Plan Year.

[x]     (b)  The Employee's Compensation for the portion of the Plan Year in 
        which the Employee actually is a Participant in the Plan, except: 
        (Choose (1) or (2))

        [ ]     (1)  No exceptions.

        [x]     (2) For purposes of the first 3% of Compensation allocated
                under Option (e), (g) or (h) of Adoption Agreement Section
                3.04, whichever applies, the Advisory Committee will take into
                account the Employee's Compensation for the entire Plan Year.

Accrual Requirements. To receive an allocation of designated qualified
nonelective contributions, nonelective contributions and Participant forfeitures
treated as nonelective contributions for the Plan Year, a Participant must
satisfy the accrual requirements of this paragraph. If the Participant is
employed by the Employer on the last day of the Plan Year, the Participant must
complete at least one Hour of Service for that Plan Year. If the Participant
terminates employment with the Employer during the Plan Year, the Participant
must complete at least 501 Hours of Service (not exceeding 501) during the Plan
Year, except: (Choose (c) or (d))

[ ]     (c)  No exceptions.

                                       12


<PAGE>   13



[x]     (d)  No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose at least one of (1), (2)
and (3))

        [x]    (1)  Death.

        [x]    (2)  Disability.

        [x]    (3)  Attainment of Normal Retirement Age in the current Plan Year
               or in a prior Plan Year.

Special accrual requirements for matching contributions. To receive an
allocation of matching contributions (and forfeitures applied to reduce matching
contributions) a Participant must satisfy the following condition(s): (Choose
(e) or any combination of (f), (g) and (h))

[x]     (e)  No conditions other than making salary reduction contributions.

[ ]     (f)  The accrual requirements prescribed for an allocation of
        nonelective contributions.

[ ]     (g)  The Participant does not revoke his salary reduction agreement
        effective during the Plan Year.

[ ]     (h)  The Participant is not a Highly Compensated Employee for the Plan
        Year.  This Option (h) applies to:  
        (Choose (1) or (2))

        [ ]    (1)  All matching contributions.

        [ ]    (2)  Matching contributions described in Option(s) of Adoption
               Agreement Section 3.01.

        3.15  MORE THAN ONE PLAN LIMITATION.  If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b) or
(c))

[ ]     (a)  The product of:

               (i)  the total Excess Amount allocated as of such date
               (including any amount which the Advisory Committee would have
               allocated but for the limitations of Code ss.415), times

               (ii) the ratio of (1) the amount allocated to the Participant
               as of such date under this Plan divided by (2) the total
               amount allocated as of such date under all qualified defined
               contribution plans (determined without regard to the
               limitations of Code ss.415).

[x]     (b)  The total Excess Amount.
 
[ ]     (c)  None of the Excess Amount.

[Note: If the Employer adopts Paired Plans available under this Master Plan, the
Employer must coordinate its elections under Section 3.15 of each
Adoption Agreement.]

        3.18  DEFINED BENEFIT PLAN LIMITATION.

Application of limitation.  The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

[x]     (a) Does not apply to the Employer's Plan because the Employer does
        not maintain and never has maintained a defined benefit plan covering
        any Participant in this Plan.

                                       13


<PAGE>   14



[ ]     (b)  Applies to the Employer's Plan.  To the extent necessary to
        satisfy the limitation under Section  3.18, the Employer will reduce:
        (Choose (1) or (2))

        [ ]     (1) The Participant's projected annual benefit under the
                defined benefit plan under which the Participant participates.

        [ ]     (2) Its contribution or allocation on behalf of the
                Participant to the defined contribution plan under which the
                Participant participates and then, if necessary, the
                Participant's projected annual benefit under the defined
                benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

Override of 100% Limitation.  The Employer elects: (Choose (c) or (d))

[ ]     (c)  To apply the 100% limitation described in Section 3.19(l) of the
        Plan in all Limitation Years. [Note: This election will avoid having to
        calculate the Plan's top heavy ratio for any year, unless the
        Employer has elected Adoption Agreement Section 3.04(k).]

[ ]     (d)  Not to apply the 100% limitation for Limitation Years in which
        the Plan's top heavy ratio (as determined under Section 1.33 of the
        Plan) does not exceed 90%, but only if the defined benefit plan
        satisfies the extra minimum benefit requirements of Codess.416(h)(2)
        (and the applicable Treasury regulations) after taking into account the
        Employer's election under Options (e), (f), (g) or (h) of this Section
        3.18.  To determine the top heavy ratio, the Advisory Committee will use
        the following interest rate and mortality assumptions to value accrued
        benefits under a defined benefit plan: ________________________________.
        [Note: This election will require the Advisory Committee to calculate
        the Plan's top heavy ratio.]

Coordination with top heavy minimum allocation. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of
the Plan with the following modifications: (Choose (e), (f), (g) or (h))

[ ]     (e)  No modifications.

[ ]     (f)  By substituting 4% for 3% in Paragraph (b) of Section 3.04(B)(1)
        or of Section 3.04(B)(2) of the Plan, whichever applies, but only for
        any Plan Year in which Option (d) applies to override the 100%
        limitation.

[ ]     (g)  By increasing the top heavy minimum allocation to 5% for any
        Plan Year in which the 100% limitation applies, and to 7 1/2% for any
        Plan Year in which Option (d) applies to override the 100% limitation.
        The increased percentage under this Option (g) applies irrespective of
        whether the highest contribution rate for the Plan Year is less than
        that increased percentage.

[ ]     (h)  By eliminating the top heavy minimum allocation.  [Note: The
        Employer may not select this Option (h) if the defined benefit plan does
        not guarantee the top heavy minimum benefit under Code ss.416 for every
        Participant in this Plan who is a Non-Key Employee.]

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code ss.416,
the Employer must provide the appropriate provisions in an addendum to this
Adoption Agreement.

                                   ARTICLE IV

                           PARTICIPANT CONTRIBUTIONS

        4.01  PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS.  The Plan: (Choose (a) or
        (b))

[x]     (a)  Does not permit Participant nondeductible contributions.

                                       14


<PAGE>   15
[ ]     (b)  Permits Participant nondeductible contributions, pursuant to 
        Section 14.04 of the Plan.

Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (c) or (d))

[ ]     (c)  No other allocation dates.

[ ]     (d)  (Specify) ________________________________________________.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (d), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

                                   ARTICLE V

                  TERMINATION OF SERVICE - PARTICIPANT VESTING

     5.01  NORMAL RETIREMENT. Normal Retirement Age under the Plan is: 
(Choose (a) or (b))

[x]     (a)  65 [State age, but may not exceed age 65].

[ ]     (b)  The later of the date the Participant attains ______ years of age 
        or the ______ anniversary of the first day of the Plan Year in which the
        Participant commenced participation in the Plan. [The age selected may
        not exceed age 65 and the anniversary selected may not exceed the 5th.]

     5.02  PARTICIPANT DEATH OR DISABILITY.  The 100% vesting rule under
Section 5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[ ]     (a)  Does not apply.

[x]     (b)  Applies to death.

[x]     (c)  Applies to disability.

     5.03  VESTING SCHEDULE.

Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account. A Participant has a 100%
Nonforfeitable interest at all times in his Deferral Contribution Account, his
Qualified Matching Contributions Account and in his Qualified Nonelective
Contributions Account.

Regular Matching Contributions Account/Employer Contributions Account.  With 
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[ ]     (a)  Immediate vesting.  100% Nonforfeitable at all times.

                                       15


<PAGE>   16
[x]     (b)  Graduated Vesting Schedules.
<TABLE>
<CAPTION>
               Top Heavy Schedule                           Non Top Heavy Schedule
                   (Mandatory)                                   (Optional)

          Years of              Nonforfeitable    Years of                      Nonforfeitable
          Service                 Percentage      Service                         Percentage 
          --------              --------------    --------                      --------------
          <S>                      <C>            <C>                                <C>
          Less than 1..............    0%         Less than 1......................    0%
              1....................    0%              1...........................    0%
              2....................   20%              2...........................    0%
              3....................   40%              3...........................   20%
              4....................   60%              4...........................   40%
              5....................   80%              5...........................   60%
              6 or more............  100%              6...........................   80%
                                                       7 or more...................  100%
</TABLE>

[ ]     (c)  Special vesting election for Regular Matching Contributions
        Account. In lieu of the election under Options (a) or (b), the Employer
        elects the following vesting schedule for a Participant's Regular
        Matching Contributions Account: (Choose (1) or (2))

        [ ]     (1)  100% Nonforfeitable at all times.

        [ ]     (2)  In accordance with the vesting schedule described in the
                addendum to this Adoption Agreement, numbered 5.03(c). [Note: If
                the Employer elects this Option (c)(2), the addendum must
                designate the applicable vesting schedule(s) using the same
                format as used in Option (b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code ss.416. The Employer, at its option, may complete
a Non Top Heavy Schedule only if the Employer elected Adoption Agreement
Section 3.04(k). The Non Top Heavy Schedule must satisfy Code ss.411(a)(2). Also
see Section 7.05 of the Plan.]

[x]     (d)  The Top Heavy Schedule under Option (b) (and, if applicable, under
        Option (c)(2)) applies: (Choose (1) or (2))

        [ ]     (1)  Only in a Plan Year for which the Plan is top heavy.

        [x]     (2)  In the Plan Year for which the Plan first is top heavy and
                then in all subsequent Plan Years. [Note: The Employer may not
                elect Option (d) unless it has completed a Non Top Heavy
                Schedule.]

Minimum vesting. (Choose (e) or (f))

[x]     (e)  The Plan does not apply a minimum vesting rule.

[ ]     (f)  A Participant's Nonforfeitable Accrued Benefit will never be less
        than the lesser of $__ or his entire Accrued Benefit, even if the
        application of a graduated vesting schedule under Options (b) or (c)
        would result in a smaller Nonforfeitable Accrued Benefit.

     5.04  CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION
OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in
Section 5.04(C) of the Plan: (Choose (a) or (b))

[ ]     (a)  Does not apply.

                                       16


<PAGE>   17
[x]     (b)  Will apply to determine the timing of forfeitures for 0% vested
        Participants. A Participant is not a 0% vested Participant if he has a
        Deferral Contributions Account.

     5.06  YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis
of the following 12 consecutive month periods: (Choose (a) or (b))

[x]     (a)  Plan Years.

[ ]     (b)  Employment Years. An Employment Year is the 12 consecutive month
        period measured from the Employee's Employment Commencement Date and
        each successive 12 consecutive month period measured from each 
        anniversary of that Employment Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must 
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[x]     (c)  1,000 Hours of Service.

[ ]     (d)  __ Hours of Service. [Note: The Hours of Service requirement may
        not exceed 1,000.]

     5.08  INCLUDED YEARS OF SERVICE - VESTING.  The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b),
(c) and (d))

[ ]     (a)  None other than as specified in Section 5.08(a) of the Plan.

[ ]     (b)  Any Year of Service before the Participant attained the age of ___.
        [Note: The age selected may not exceed age 18.]

[x]     (c)  Any Year of Service during the period the Employer did not
        maintain this Plan or a predecessor plan.

[ ]     (d)  Any Year of Service before a Break in Service if the number of
        consecutive Breaks in Service equals or exceeds the greater of 5 or the
        aggregate number of the Years of Service prior to the Break.  This
        exception applies only if the Participant is 0% vested in his Accrued
        Benefit derived from Employer contributions at the time he has a Break
        in Service. Furthermore, the aggregate number of Years of Service
        before a Break in Service do not include any Years of Service not
        required to be taken into account under this exception by reason of any
        prior Break in Service.

                                   ARTICLE VI
                    TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits.  The elections under this Article VI may
not eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the effective date of this Adoption Agreement.

     6.01  TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date.  A distribution date under the Plan means the first day of
each calendar month _____________________. [Note: The Employer must specify the
appropriate date(s). The specified distribution dates primarily establish 
annuity starting dates and the notice and consent periods prescribed by the 
Plan. The Plan allows the Trustee an administratively practicable period of time
to make the actual distribution relating to a particular distribution date.]

                                       17


<PAGE>   18
Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c) or
(d))

[ ]     (a)  _____________________________________________ of the _____________
        Plan Year beginning after the Participant's Separation from Service.

[x]     (b)  any distribution date following the Participant's Separation from
        Service.

[ ]     (c)  _________________________________________ of the Plan Year after
        the Participant incurs __ Break(s) in Service (as defined in Article V).

[ ]     (d)  _________________________ following the Participant's attainment of
        Normal Retirement Age, but not earlier than _________ days following his
        Separation from Service.
               
Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.

Disability. The distribution date, subject to the limitations of
Section 6.01(A)(3), is: (Choose (e) or (f))

[ ]     (e)  _____________________________________________ after the Participant
        terminates employment because of disability.

[x]     (f)  The same as if the Participant had terminated employment without
        disability.

Hardship. (Choose (g) or (h))

[ ]     (g)  The Plan does not permit a hardship distribution to a Participant
        who has separated from Service.

[x]     (h)  The Plan permits a hardship distribution to a Participant who has
        separated from Service in accordance with the hardship distribution
        policy stated in: (Choose (1) or (2))

        [ ]     (1)  Section 6.01(A)(4) of the Plan.

        [x]     (2)  Section 14.11 of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to
Section 9.04, the Plan: (Choose (i) or (j))

[x]     (i)  Treats the default as a distributable event. The Trustee, at the
        time of the default, will reduce the Participant's Nonforfeitable
        Accrued Benefit by the lesser of the amount in default (plus accrued
        interest) or the Plan's security interest in that Nonforfeitable Accrued
        Benefit. To the extent the loan is attributable to the Participant's
        Deferral Contributions Account, Qualified Matching Contributions Account
        or Qualified Nonelective Contributions Account, the Trustee will not
        reduce the Participant's Nonforfeitable Accrued Benefit unless the
        Participant has separated from Service or unless the Participant has
        attained age 59 1/2.

[ ]     (j)  Does not treat the default as a distributable event. When an
        otherwise distributable event first occurs pursuant to Section 6.01 or
        Section 6.03 of the Plan, the Trustee will reduce the Participant's
        Nonforfeitable Accrued Benefit by the lesser of the amount in default
        (plus accrued interest) or the Plan's security interest in that
        Nonforfeitable Accrued Benefit.

     6.02  METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose (a) or
(b))

[x]     (a)  No modifications.

                                       18


<PAGE>   19



[ ]     (b)  The Plan permits the following annuity options: __________________.

     Any Participant who elects a life annuity option is subject to the
     requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See
     Section 6.04(E). [Note: The Employer may specify additional annuity
     options in an addendum to this Adoption Agreement, numbered 6.02(b).]

     6.03  BENEFIT PAYMENT ELECTIONS.

Participant Elections After Separation from Service.  A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose (a) or
(b))

[ ]     (a)  As of any distribution date, but not earlier than ______________ of
        the ________________________ Plan Year beginning after the
        Participant's Separation from Service.

[x]     (b)  As of the following date(s): (Choose at least one of Options (1)
         through (5))

        [ ]     (1) As of any distribution date after the close of the Plan
                Year in which the Participant attains Normal Retirement Age.

        [x]     (2)  Any distribution date following his Separation from
                Service.

        [ ]     (3)  Any distribution date in the _________________ Plan Year(s)
                beginning after his Separation from Service.

        [ ]     (4)  Any distribution date in the Plan Year after the
                Participant incurs _____________ Break(s) in Service (as defined
                in Article V).
                
        [ ]     (5)  Any distribution date following attainment of age ________
                and completion of at least _____ Years of Service (as defined
                in Article V).

     The distribution events described in the election(s) made under Options (a)
or (b) apply equally to all Accounts maintained for the Participant.

     Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (c) or at least one of (d)
through (f))

[ ]     (c)  No distribution options prior to Separation from Service.

[ ]     (d)  Attainment of Specified Age.  Until he retires, the Participant has
        a continuing election to receive all or any portion of his
        Nonforfeitable interest in these Accounts after he attains: (Choose (1)
        or (2))

        [ ]     (1)  Normal Retirement Age.

        [ ]     (2)  _____________ years of age and is at least ________% vested
                in these Accounts. [Note: If the percentage is less than 100%,
                see the special vesting formula in Section 5.03.]

[ ]     (e)  After a Participant has participated in the Plan for a period of
        not less than __________ years and he is 100% vested in these Accounts,
        until he retires, the Participant has a continuing election to receive
        all or any portion of the Accounts. [Note: The number in the blank space
        may not be less than 5.]

                                       19


<PAGE>   20
[x]     (f) Hardship. A Participant may elect a hardship distribution prior to
        his Separation from Service in accordance with the hardship
        distribution policy: (Choose (1) or (2); (3) is available only in
        addition to (1) or (2))

        [ ]      (1)  Under Section 6.01(A)(4) of the Plan.

        [x]      (2)  Under Section 14.11 of the Plan.

        [ ]      (3)  In no event may a Participant receive a hardship
                 distribution before he is at least _____% vested in these
                 Accounts.  [Note: If the percentage in the blank is less than
                 100%, see the special vesting formula in Section 5.03.]

Participant Elections Prior to Separation from Service - Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service:
(Choose (g) or at least one of (h) or (i))

[ ]     (g)  No distribution options prior to Separation from Service.

[ ]     (h)  Until he retires, the Participant has a continuing election to
        receive all or any portion of these Accounts after he attains:
        (Choose (1) or (2))

        [ ]      (1)  The later of Normal Retirement Age or age 59 1/2.

        [ ]      (2)  Age ____ (at least 59 1/2).

[x]     (i)  Hardship.  A Participant, prior to this Separation from Service,
        may elect a hardship distribution in accordance with the hardship
        distribution policy under Section 14.11 of the Plan.

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the assets (within the meaning of Code ss.409(d)(2)) used in a trade or business
or sells a subsidiary (within the meaning of Code ss.409(d)(3)), a Participant
who continues employment with the acquiring corporation is eligible for
distribution from his Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account: (Choose
(j) or (k))

[x]     (j)  Only as described in this Adoption Agreement Section 6.03 for
        distributions prior to Separation from Service.

[ ]     (k)  As if he has a Separation from Service. After March 31, 1988, a
        distribution authorized solely by reason of this Option (k) must
        constitute a lump sum distribution, determined in a manner consistent
        with Code ss.401(k)(10) and the applicable Treasury regulations.

     6.04  ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[x]     (a)  Apply only to a Participant described in Section 6.04(E) of the
        Plan (relating to the profit sharing exception to the joint and
        survivor requirements).

[ ]     (b) Apply to all Participants.

                                       20


<PAGE>   21
                                   ARTICLE IX
                                        
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

     9.10  VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at:
(Choose (a) or (b))

[x]     (a)  0% per annum. [Note: The percentage may equal 0%.]

[ ]     (b)  The 90 day Treasury bill rate in effect at the beginning of the
        current valuation period.

     9.11  ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss: (Choose
only those items, if any, which are applicable to the Employer's Plan)

[x]     (a)  For salary reduction contributions, the Advisory Committee will:
        (Choose (1), (2), (3) or (4))

        [x]     (1)  Apply Section 9.11 without modification.

        [ ]     (2)  Use the segregated account approach described in
                Section 14.12.

        [ ]     (3)  Use the weighted average method described in Section 14.12,
                based on a ______________  weighting period.

        [ ]     (4)  Treat as part of the relevant Account at the beginning of
                the valuation period ___% of the salary reduction contributions:
                (Choose (i) or (ii))

                [ ]     (i)  made during that valuation period.

                [ ]     (ii)  made by the following specified 
                        time: ________________________.

[x]     (b)  For matching contributions, the Advisory Committee will: 
        (Choose (1), (2) or (3))

        [x]     (1)  Apply Section 9.11 without modification.

        [ ]     (2)  Use the weighted average method described in Section 14.12,
                based on a _____________  weighting period.

        [ ]     (3)  Treat as part of the relevant Account at the beginning of
                the valuation period % of the matching contributions allocated
                during the valuation period.

[ ]     (c)  For Participant nondeductible contributions, the Advisory Committee
        will: (Choose (1), (2), (3) or (4))

        [ ]     (1)  Apply Section 9.11 without modification.

        [ ]     (2)  Use the segregated account approach described in
                Section 14.12.

        [ ]     (3)  Use the weighted average method described in Section 14.12,
                based on a ___________ weighting period.

                                       21


<PAGE>   22
     [ ]     (4)  Treat as part of the relevant Account at the beginning of the
             valuation period    % of the Participant nondeductible
             contributions: (Choose (i) or (ii))

             [ ]     (i)  made during that valuation period.

             [ ]     (ii)  made by the following specified time: ____________.

                                   ARTICLE X
                                        
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

     10.14  VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a) 
or (b))

[ ]     (a)  No other mandatory valuation dates.

[x]     (b)  (Specify) every business day in an administratively reasonable time
        _______________________________________.
                                        
                                       22


<PAGE>   23
                            EFFECTIVE DATE ADDENDUM
                             (Restated Plans Only)

     The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

[ ]     (a)  Compensation definition. The Compensation definition of
        Section 1.12 (other than the $200,000 limitation) is effective for Plan
        Years beginning after __________. [Note: May not be effective later than
        the first day of the first Plan Year beginning after the Employer
        executes this Adoption Agreement to restate the Plan for the Tax Reform
        Act of 1986, if applicable.]

[ ]     (b)  Eligibility conditions. The eligibility conditions specified in
        Adoption Agreement Section 2.01 are effective for Plan Years beginning
        after ____________.

[ ]     (c)  Suspension of Years of Service. The suspension of Years of Service
        rule elected under Adoption Agreement Section 2.03 is effective for Plan
        Years beginning after ____________.

[ ]     (d)  Contribution/allocation formula. The contribution formula elected
        under Adoption Agreement Section 3.01 and the method of allocation
        elected under Adoption Agreement Section 3.04 is effective for Plan
        Years beginning after _____________.

[ ]     (e)  Accrual requirements. The accrual requirements of Section 3.06 are
        effective for Plan Years beginning after ____________. [Note: If the
        effective date is later than Plan Years beginning after December 31,
        1989, the accrual requirements in the Plan prior to its restatement may
        not be more restrictive for post-1989 Plan Years than the requirements
        permitted under Adoption Agreement Section 3.06.]

[ ]     (f)  Elimination of Net Profits. The requirement for the Employer not to
        have net profits to contribute to this Plan is effective for Plan Years
        beginning after ____________. [Note: The date specified may not be
        earlier than December 31, 1985.]

[ ]     (g)  Vesting Schedule. The vesting schedule elected under Adoption
        Agreement Section 5.03 is effective for Plan Years beginning after
        ______________.

[ ]     (h)  Allocation of Earnings. The special allocation provisions elected
        under Adoption Agreement Section 9.11 are effective for Plan Years
        beginning after _______________.

     For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the designated provisions. A special Effective Date may not result in the
delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.
                                        
                                       23


<PAGE>   24
                                 Execution Page

     The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this 18th day of November, 1998.

Name and EIN of Employer: American Stone Corporation 34-1764820

Signed: /s/ David Tyrrell
        -----------------
        David Tyrrell, President

Name(s) of Trustee: FirstMerit Bank, N.A. , 123 West Prospect Avenue ,
Cleveland, Ohio 44115 

Signed: /s/ Albert J. Barrabei
        ----------------------
        Albert J. Barrabei, Vice President and Trust Officer

Name of Custodian: ____________________________________

Signed: ______________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.
The Master Plan Sponsor offers the following Paired Pension Plan(s) with this
Paired Profit Sharing Plan, identified by 3-digit adoption agreement number:
____.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: 121 SOUTH MAIN STREET, SUITE 200 AKRON, OHIO 44308-1440 (330)
384-7300.

Reliance on Opinion Letter. If the Employer does not maintain (and has never
maintained) any other plan other than this Plan and a Paired Pension Plan, it
may rely on the Master Plan Sponsor's opinion letter covering this Plan for
purposes of plan qualification. For this purpose, the Employer has not
maintained another plan if this Plan, or the Paired Pension Plan, amended and
restated that prior plan and the prior plan was the same type of plan as the
restated plan. If the Employer maintains or has maintained another plan other
than a Paired Pension Plan, including a welfare benefit fund, as defined in Code
ss.419(e), which provides post-retirement medical benefits for key employees (as
defined in Code ss.419A(d)(3)), or an individual medical account (as defined in
Code ss.415(l)(2)), the Employer may not rely on this Plan's qualified status
unless it obtains a determination letter from the applicable IRS Key District
office.
                                        
                                       24


<PAGE>   25


                            PARTICIPATION AGREEMENT

         For Participation by Related Group Members (Plan Section 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by American Stone Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.  The Effective Date of the undersigned Employer's participation in the
designated Plan is: ________________________.

     2.  The undersigned Employer's adoption of this Plan constitutes:

[ ]     (a)  The adoption of a new plan by the Participating Employer.

[ ]     (b)  The adoption of an amendment and restatement of a plan currently
        maintained by the Employer, identified as ___________________, and
        having an original effective date of ____________________.

        Dated this __________ day of _____________, ________________.

                          Name of Participating Employer: __________________    
                          
                          Signed: __________________________                   

                          Participating Employer's EIN: _________________

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

                          Name of Signatory Employer: American Stone Corporation

Accepted:______________
            [Date]        Signed: ______________________                        

                          Name(s) of Trustee:  ______________________           
Accepted:______________
            [Date]        Signed: ________________________                      

[Note: Each Participating Employer must execute a separate Participation
Agreement.  See the Execution Page of the Adoption Agreement for important
Master Plan information.]

                                       25