Exhibit 4(d)(1)
                                                                 ---------------

                           TRUSTCORP MORTGAGE COMPANY
                        EMPLOYEE RETIREMENT SAVINGS PLAN



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                                TABLE OF CONTENTS



                                   ARTICLE I

                                   DEFINITIONS



                                   ARTICLE II

                          TOP HEAVY AND ADMINISTRATION

2.1      TOP HEAVY PLAN REQUIREMENTS                                          18

2.2      DETERMINATION OF TOP HEAVY STATUS                                    18

2.3      POWERS AND RESPONSIBILITIES OF THE EMPLOYER                          22

2.4      DESIGNATION OF ADMINISTRATIVE AUTHORITY                              23

2.5      ALLOCATION AND DELEGATION OF RESPONSIBILITIES                        23

2.6      POWERS AND DUTIES OF THE ADMINISTRATOR                               23

2.7      RECORDS AND REPORTS                                                  25

2.8      APPOINTMENT OF ADVISERS                                              25

2.9      INFORMATION FROM EMPLOYER                                            25

2.10     PAYMENT OF EXPENSES                                                  25

2.11     MAJORITY ACTIONS                                                     25

2.12     CLAIMS PROCEDURE                                                     26

2.13     CLAIMS REVIEW PROCEDURE                                              26


                          ARTICLE III

                          ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY                                            27

3.2      APPLICATION FOR PARTICIPATION                                        27

3.3      EFFECTIVE DATE OF PARTICIPATION                                      27

3.4      DETERMINATION OF ELIGIBILITY                                         27

3.5      TERMINATION OF ELIGIBILITY                                           27

3.6      OMISSION OF ELIGIBLE EMPLOYEE                                        28

3.7      INCLUSION OF INELIGIBLE EMPLOYEE                                     28

3.8      ELECTION NOT TO PARTICIPATE                                          28


                                   ARTICLE IV

                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION                      29

4.2      PARTICIPANT'S SALARY REDUCTION ELECTION                              30

4.3      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION                           34

4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS                 34

4.5      ACTUAL DEFERRAL PERCENTAGE TESTS                                     40

4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                       43

4.7      MAXIMUM ANNUAL ADDITIONS                                             45

4.8      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                            51

4.9      TRANSFERS FROM QUALIFIED PLANS                                       52

4.10     VOLUNTARY CONTRIBUTIONS                                              55

4.11     DIRECTED INVESTMENT ACCOUNT                                          55


                                    ARTICLE V

                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND                                          56

5.2      METHOD OF VALUATION                                                  56


                                   ARTICLE VI

                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT                            57

6.2      DETERMINATION OF BENEFITS UPON DEATH                                 57

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY                     58

6.4      DETERMINATION OF BENEFITS UPON TERMINATION                           59

6.5      DISTRIBUTION OF BENEFITS                                             64

6.6      DISTRIBUTION OF BENEFITS UPON DEATH                                  66

6.7      TIME OF SEGREGATION OR DISTRIBUTION                                  66

6.8      DISTRIBUTION FOR MINOR BENEFICIARY                                   67

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                       67

6.10     ADVANCE DISTRIBUTION FOR HARDSHIP                                    67

6.11     LIMITATIONS ON BENEFITS AND DISTRIBUTIONS                            69


                                  ARTICLE VII

                                     TRUSTEE

7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE                                69

7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                          70

7.3      OTHER POWERS OF THE TRUSTEE                                          71

7.4      LOANS TO PARTICIPANTS                                                75

7.5      DUTIES OF THE TRUSTEE REGARDING PAYMENTS                             76

7.6      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                        76

7.7      ANNUAL REPORT OF THE TRUSTEE                                         77

7.8      AUDIT                                                                78

7.9      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                       78

7.10     TRANSFER OF INTEREST                                                 79


                                  ARTICLE VIII

                       AMENDMENT, TERMINATION AND MERGERS

8.1      AMENDMENT                                                            80

8.2      TERMINATION                                                          81

8.3      MERGER OR CONSOLIDATION                                              81


                                   ARTICLE IX

                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS                                                 82

9.2      ALIENATION                                                           82

9.3      CONSTRUCTION OF                                                      83

9.4      GENDER AND NUMBER                                                    83

9.5      LEGAL ACTION                                                         83

9.6      PROHIBITION AGAINST DIVERSION OF FUNDS                               83

9.7      BONDING                                                              84

9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                           84

9.9      INSURER'S PROTECTIVE CLAUSE                                          84

9.10     RECEIPT AND RELEASE FOR PAYMENTS                                     85

9.11     ACTION BY THE EMPLOYER                                               85

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                   85

9.13     HEADINGS                                                             86

9.14     APPROVAL BY INTERNAL REVENUE SERVICE                                 86

9.15     UNIFORMITY                                                           86


                                   ARTICLE X

                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS                                          87

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS                              87

10.3     DESIGNATION OF AGENT                                                 88

10.4     EMPLOYEE TRANSFERS                                                   88

10.5     PARTICIPATING EMPLOYER'S CONTRIBUTION                                88

10.6     AMENDMENT                                                            89

10.7     DISCONTINUANCE OF PARTICIPATION                                      89

10.8     ADMINISTRATOR'S AUTHORITY                                            89

10.9     PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE                    89



<PAGE>



                           TRUSTCORP MORTGAGE COMPANY
                        EMPLOYEE RETIREMENT SAVINGS PLAN

         THIS  AGREEMENT,  hereby made and entered into this 1st day of October,
1990,  by and between  Trustcorp  Mortgage  Company  (herein  referred to as the
"Employer") and Indiana Trust & Investment  Management  company (herein referred
to as the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Employer desires to recognize the contribution made to its
successful  operation by its employees and to reward such  contribution by means
of a 401(k)  Profit  Sharing  Plan for  those  employees  who shall  qualify  as
Participants hereunder;

         NOW,  THEREFORE,  effective  October 1, 1990,  (hereinafter  called the
"Effective  Date"), the Employer hereby establishes a 401(k) Profit Sharing Plan
and creates this trust (which plan and trust are hereinafter  called the "Plan")
for the exclusive benefit of the Participants and their  Beneficiaries,  and the
Trustee hereby accepts the Plan on the following terms:

                                    ARTICLE I
                                   DEFINITIONS

         1.1 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         1.2  "Administrator"  means  the  person  designated  by  the  Employer
pursuant to Section 2.4 to administer the Plan on behalf of the Employer.

         1.3 "Affiliated  Employer" means the Employer and any corporation which
is a member of a controlled  group of  corporations  (as defined in Code Section
414(b))  which  includes  the  Employer;  any trade or business  (whether or not
incorporated)  which is under common control (as defined in Code Section 414(c))
with the Employer;  any organization  (whether or not  incorporated)  which is a
member of an affiliated  service group (as defined in Code Section 414(m)) which
includes the Employer;  and any other entity  required to be aggregated with the
Employer pursuant to Regulations under Code Section 414(o).

         1.4 "Aggregate  Account" means, with respect to each  Participant,  the
value  of  all  accounts   maintained  on  behalf  of  a  Participant,   whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 2.2.

         1.5 "Anniversary Date" means December 31st.

         1.6  "Beneficiary"  means the  person  to whom the share of a  deceased
Participant's total account is payable,  subject to the restrictions of Sections
6.2 and 6.6.

         1.7  "Code"  means the  Internal  Revenue  Code of 1986,  as amended or
replaced from time to time.

         1.8  "Compensation"   with  respect  to  any  Participant  means  total
compensation  paid by the Employer for a Plan Year.  Amounts  contributed by the
Employer under the within Plan,  except for an Employee's  Compensation  that is
deferred  pursuant to Section 4.2, and any non-taxable  fringe benefits provided
by the Employer shall not be considered as Compensation.

         For purposes of this Section,  the determination of Compensation  shall
be made by  including  salary  reduction  contributions  made  on  behalf  of an
Employee to a plan maintained under Code Section 125.

         Compensation shall be recognized as of an Employee's  effective date of
participation pursuant to Section 3.3.

         Compensation  in excess of $200,000 shall be  disregarded.  Such amount
shall be adjusted at the same time and in such  manner as  permitted  under Code
Section  415(d).  In  applying  this  limitation,  the family  group of a Highly
Compensated Participant who is subject to the Family Member aggregation rules of
Code Section 414(q)(6) because such Participant is either a "five percent owner"
of the  Employer or one of the ten (10) Highly  Compensated  Employees  paid the
greatest  "415  Compensation"  during  the year,  shall be  treated  as a single
Participant,  except that for this purpose Family Members shall include only the
affected  Participant's  spouse and any lineal descendants who have not attained
age  nineteen  (19)  before  the  close of the  year.  If,  as a  result  of the
application of such rules the adjusted $200,000 limitation is exceeded, then the
limitation  shall be prorated among the affected Family Members in proportion to
each  such  Family  Member's  Compensation  prior  to the  application  of  this
limitation.  However,  for purposes of Section  4.4(b),  the preceding  sentence
shall not apply in determining the portion of the  Compensation of a Participant
which is below Excess Compensation.

         1.9  "Contract" or "Policy"  means a life  insurance  policy or annuity
contract (group or individual) issued by the insurer as elected.

         1.10 "Deferred Compensation" with respect to any Participant means that
portion of the Participant's  total  Compensation  which has been contributed to
the Plan in accordance  with the  Participant's  deferral  election  pursuant to
Section 4.2.

         1.11 "Early Retirement Date" means the first day of the month (prior to
the Normal  Retirement  Date)  coinciding  with or following the date on which a
Participant  or Former  Participant  attains age 55 and has completed at least 5
Years of Service with the Employer (Early  Retirement Age). A Participant  shall
become fully Vested upon  satisfying  this  requirement if still employed at his
Early Retirement Age.

         A Former  Participant who terminates  employment  after  satisfying the
service  requirement  for Early  Retirement and who  thereafter  reaches the age
requirement  contained  herein shall be entitled to receive his  benefits  under
this Plan.

         1.12 "Elective Contribution" means the Employer's  contributions to the
Plan that are made pursuant to the  Participant's  deferral election provided in
Section 4.2. In addition,  the Employer's matching contribution made pursuant to
Section  4.1(b)  and  any  Employer  Qualified  Non-Elective  Contribution  made
pursuant  to Section  4.1(c) and  Section  4.6 shall be  considered  an Elective
Contribution  for  purposes  of the Plan.  Any such  contributions  deemed to be
Elective  Contributions  shall be subject to the requirements of Sections 4.2(b)
and  4.2(c)  and  shall  further  be  required  to  satisfy  the  discrimination
requirements  of  Regulation  1.401(k)-1(b)(3),  the  provisions  of  which  are
specifically incorporated herein by reference.

         1.13 "Eligible Employee" means any Employee.

         Employees of Affiliated  Employers shall not be eligible to participate
in this Plan unless such  Affiliated  Employers have  specifically  adopted this
Plan in writing.

         1.14  "Employee"  means any person who is employed  by the  Employer or
Affiliated Employer,  but excludes any person who is an independent  contractor.
Employee  shall  include  Leased  Employees  within the meaning of Code Sections
414(n)(2)  and  414(o)(2)  unless  such Leased  Employees  are covered by a plan
described in Code Section  414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

         1.15 "Employer" means Trustcorp, Mortgage Company and any Participating
Employer (as defined in section lo.1) which shall adopt this Plan; any successor
which shall maintain this Plan; and any  predecessor  which has maintained  this
Plan.  The Employer is a  corporation,  with  principal  offices in the State of
Indiana.

         1.16 "Excess  Compensation"  with respect to any Participant  means the
Participant's Compensation which is in excess of the Taxable Wage Base.

         1.17 "Excess  Contributions"  means,  with respect to a Plan Year,  the
excess  of  Elective   Contributions   made  on  behalf  of  Highly  Compensated
Participants  for the Plan Year over the  maximum  amount of such  contributions
permitted  under Section  4.5(a).  Excess  Contributions  shall be treated as an
"annual addition" pursuant to Section 4.7(b).

         1.18 "Excess Deferred  Compensation" means, with respect to any taxable
year of a Participant,  the excess of the aggregate amount of such Participant's
Deferred  Compensation  and the elective  deferrals  pursuant to Section  4.2(f)
actually  made on behalf of such  Participant  for such taxable  year,  over the
dollar  limitation  provided for in Code Section  402(g),  which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.7(b).

         1.19 "Family  Member" means,  with respect to an affected  Participant,
such Participant's  spouse, such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414 (q) (6) (B).

         1.20 "Fiduciary"  means any person who (a) exercises any  discretionary
authority  or  discretionary  control  respecting  management  of  the  Plan  or
exercises any authority or control  respecting  management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect,  with  respect to any monies or other  property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary  authority or
discretionary  responsibility in the administration of the Plan, including,  but
not limited to, the Trustee,  the Employer and its representative  body, and the
Administrator.

         1.21 "Fiscal Year" means the  Employer's  accounting  year of 12 months
commencing on January 1st of each year and ending the following December 31st.

         1.22 "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                  (a)  the  distribution  of  the  entire  Vested  portion  of a
         Participant's Account, or

                  (b) the  last day of the Plan  Year in which  the  Participant
         incurs five (5) consecutive 1-Year Breaks in Service.

         Furthermore,  for  purposes of  paragraph  (a) above,  in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a  distribution  of his Vested benefit upon his
termination of  employment.  Restoration of such amounts shall occur pursuant to
Section 6.4. In addition,  the term Forfeiture shall also include amounts deemed
to be Forfeitures pursuant to any other provision of this Plan.

         1.23 "Former  Participant"  means a person who has been a  Participant,
but who has ceased to be a Participant for any reason.

         1.24 "415  Compensation"  means  compensation  as  defined  in  Section
4.7(d).

         1.25  "414(s)  Compensation"  with  respect to any  Employee  means his
Deferred  Compensation  plus "415  Compensation"  paid  during a Plan Year.  The
amount of "414(s)  Compensation"  with  respect to any  Employee  shall  include
"414(s)  Compensation"  during the entire twelve (12) month period ending on the
last day of such Plan Year,  except that for Plan Years  beginning  prior to the
later of  January  1,  1992 or the date that is sixty  (60) days  after the date
final Regulations are issued,  "414(s) Compensation" shall only be recognized as
of an Employee's effective date of participation.

         For   purposes  of  this   Section,   the   determination   of  "414(s)
Compensation" shall be made by including salary reduction  contributions made on
behalf of an Employee to a plan maintained under Code Section 125.

         "414(s) Compensation" in excess of $200,000 shall be disregarded.  Such
amount shall be adjusted at the same time and in such manner as permitted  under
Code Section 415(d).

         1.26 "Highly Compensated  Employee" means an Employee described in Code
Section 414(q) and the Regulations  thereunder,  and generally means an Employee
who performed services for the Employer during the  "determination  year" and is
in one or more of the following groups:

                  (a) Employees who at any time during the "determination  year"
         or "look-back  year" were "five  percent  owners" as defined in Section
         1.32(c).

                  (b)  Employees  who  received  "415  Compensation"  during the
         "look-back year" from the Employer in excess of $75,000.

                  (c)  Employees  who  received  "415  Compensation"  during the
         "look-back year" from the Employer in excess of $50,000 and were in the
         Top Paid Group of Employees for the Plan Year.

                  (d) Employees who during the "look-back year" were officers of
         the  Employer  (as that  term is  defined  within  the  meaning  of the
         Regulations  under Code Section 416) and  received  "415  Compensation"
         during the "look-back  year" from the Employer  greater than 50 percent
         of the limit in effect  under Code  Section  415(b)(1)(A)  for any such
         Plan Year. The number of officers shall be limited to the lesser of (i)
         50  employees;  or (ii) the greater of 3 employees or 10 percent of all
         employees.  For the  purpose of  determining  the  number of  officers,
         Employees  described  in  Section  1.56(a),  (b),  (c) and (d) shall be
         excluded,  but such Employees shall still be considered for the purpose
         of  identifying  the  particular  Employees  who are  officers.  If the
         Employer  does  not  have  at  least  one  officer  whose  annual  "415
         Compensation"   is  in  excess  of  50  percent  of  the  Code  Section
         415(b)(1)(A)  limit, then the highest paid officer of the Employer will
         be treated as a Highly Compensated Employee.

                  (e)  Employees  who  are in the  group  consisting  of the 100
         Employees   paid   the   greatest   "415   Compensation"   during   the
         "determination  year" and are also  described  in (b), (c) or (d) above
         when these paragraphs are modified to substitute  "determination  year"
         for "look-back year".

         The  "look-back  year" shall be the calendar year ending with or within
the Plan Year for which testing is being performed, and the "determination year"
(if  applicable)  shall be the period of time, if any,  which extends beyond the
"look-back  year" and ends on the last day of the Plan Year for which testing is
being  performed  (the "lag  period").  If the "lag  period" is less than twelve
months long, the dollar  threshold  amounts  specified in (b), (c) and (d) above
shall be prorated based upon the number of months in the "lag period".

         For purposes of this Section,  the determination of "415  Compensation"
shall be made by  including  amounts  that would  otherwise  be excluded  from a
Participant's  gross income by reason of the  application  of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made pursuant
to a salary reduction  agreement,  by including  amounts that would otherwise be
excluded from a Participant's  gross income by reason of the application of Code
Section 403(b). Additionally,  the dollar threshold amounts specified in (b) and
(c) above  shall be  adjusted  at such time and in such manner as is provided in
Regulations. In the case of such an adjustment, the dollar limits which shall be
applied are those for the  calendar  year in which the  "determination  year" or
"look-back year" begins.

         In determining who is a Highly Compensated Employee,  Employees who are
non-resident  aliens and who  received no earned  income  (within the meaning of
Code Section  911(d)(2))  from the Employer  constituting  United  States source
income  within the  meaning of Code  Section  861(a)(3)  shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account as
a single  employer  and Leased  Employees  within the  meaning of Code  Sections
414(n)(2)  and  414(o)(2)  shall be  considered  Employees  unless  such  Leased
Employees are covered by a plan described in Code Section  414(n)(5) and are not
covered in any  qualified  plan  maintained  by the  Employer.  The exclusion of
Leased  Employees for this purpose shall be applied on a uniform and  consistent
basis for all of the Employer's  retirement  plans.  Highly  Compensated  Former
Employees  shall be treated as Highly  Compensated  Employees  without regard to
whether they performed services during the "determination year".

         1.27 "Highly  Compensated  Former Employee" means a former Employee who
had a  separation  year  prior  to the  "determination  year"  and was a  Highly
Compensated  Employee  in  the  year  of  separation  from  service  or  in  any
"determination year" after attaining age 55.  Notwithstanding the foregoing,  an
Employee who  separated  from service  prior to 1987 will be treated as a Highly
Compensated  Former  Employee  only if  during  the  separation  year  (or  year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th  birthday),  the Employee either
received "415  Compensation" in excess of $50,000 or was a "five percent owner".
For purposes of this Section, "determination year", "415 Compensation" and "five
percent  owner" shall be  determined in  accordance  with Section  1.26.  Highly
Compensated Former Employees shall be treated as Highly  Compensated  Employees.
The  method  set  forth  in  this  Section  for  determining  who  is a  "Highly
Compensated  Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         1.28  "Highly  Compensated  Participant"  means any Highly  Compensated
Employee who is eligible to participate in the Plan.

         1.29 "Hour of  Service"  means (1) each hour for which an  Employee  is
directly or indirectly  compensated or entitled to  compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly  compensated or entitled to
compensation   by  the  Employer   (irrespective   of  whether  the   employment
relationship  has terminated) for reasons other than performance of duties (such
as vacation, holidays,  sickness, jury duty, disability,  lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which  back pay is  awarded  or  agreed  to by the  Employer  without  regard to
mitigation  of damages.  These hours will be  credited to the  Employee  for the
computation  period or periods to which the award or agreement  pertains  rather
than the  computation  period in which the award,  agreement or payment is made.
The same Hours of Service  shall not be  credited  both under (1) or (2), as the
case may be, and under (3).

         Notwithstanding  the above,  (i) no more than 501 Hours of service  are
required  to be  credited  to an  Employee  on account of any single  continuous
period during which the Employee  performs no duties (whether or not such period
occurs in a single  computation  period);  (ii) an hour for which an Employee is
directly or  indirectly  paid,  or  entitled to payment,  an account of a period
during  which no duties are  performed  is not  required  to be  credited to the
Employee if such payment is made or due under a plan  maintained  solely for the
purpose of complying with  applicable  worker's  compensation,  or  unemployment
compensation  or disability  insurance  laws; and (iii) Hours of Service are not
required to be credited for a payment  which solely  reimburses  an Employee for
medical or medically related expenses incurred by the Employee.

         For purposes of this  Section,  a payment shall be deemed to be made by
or due from the  Employer  regardless  of whether such payment is made by or due
from the Employer directly,  or indirectly through,  among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether  contributions made or due to the trust fund,  insurer,  or other entity
are for the  benefit  of  particular  Employees  or are on  behalf of a group of
Employees in the aggregate.

         An Hour of Service  must be counted  for the purpose of  determining  a
Year of Service,  a year of participation  for purposes of accrued  benefits,  a
1-Year  Break in Service,  and  employment  commencement  date (or  reemployment
commencement  date).  In  addition,  Hours  of  Service  will  be  credited  for
employment  with other  Affiliated  Employers.  The  provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

         1.30  "Income"  means the income  allocable to "excess  amounts"  which
shall  equal  the  sum of  the  allocable  gain  or  loss  for  the  "applicable
computation  period" and the allocable  gain or loss for the period  between the
end of the "applicable  computation  period" and the date of distribution  ("gap
period").   The  income  allocable  to  "excess  amounts"  for  the  "applicable
computation  period"  and the  "gap  period"  is  calculated  separately  and is
determined by multiplying the income for the "applicable  computation period" or
the "gap  period" by a fraction.  The  numerator  of the fraction is the "excess
amount" for the "applicable computation period". The denominator of the fraction
is the total "account  balance"  attributable to "Employer  contributions" as of
the end of the "applicable  computation period" or the "gap period",  reduced by
the gain allocable to such total amount for the "applicable  computation period"
or the "gap period" and increased by the loss allocable to such total amount for
the "applicable  computation period" or the "gap period". The provisions of this
Section shall be applied:


                          (a) For purposes of Section 4.2(f),  by
             substituting:

                          (1) "Excess Deferred  Compensation" for
                          "excess amounts";

                          (2) "taxable  year of the  Participant"
                          for "applicable computation period";

                          (3)   "Deferred    Compensation"    for
                          "Employer contributions"; and

                          (4)  "Participant's  Elective  Account"
                          for "account balance".

                          (b) For purposes of Section 4.6(a),  by
             substituting:

                          (1) "Excess  Contributions" for "excess
                          amount";

                          (2)   "Plan   Year"   for   "applicable
                          computation period";

                          (3)   "Elective    Contributions"   for
                          "Employer contributions"; and

                          (4)  "Participant's  Elective  Account"
                          for "account balance".

         In lieu of the  "fractional  method"  described  above,  a "safe harbor
method" may be used to  calculate  the  allocable  Income for the "gap  period".
Under such "safe harbor method,  "allocable Income for the "gap period" shall be
deemed to equal ten percent  (10%) of the Income  allocable to "excess  amounts"
for the  "applicable  computation  period"  multiplied by the number of calendar
months in the "gap period".  For purposes of determining  the number of calendar
months in the "gap period", a distribution  occurring on or before the fifteenth
day of the month  shall be  treated  as having  been made on the last day of the
preceding  month and a distribution  occurring after such fifteenth day shall be
treated as having been made on the first day of the next subsequent month.

         Income allocable to any distribution of Excess Deferred Compensation on
or  before  the  last  day of the  taxable  year  of the  Participant  shall  be
calculated from the first day of the taxable year of the Participant to the date
on which the distribution is made pursuant to either the "fractional  method" or
the "safe harbor method".

         1.31  "Investment  Manager"  means an entity  that (a) has the power to
manage,  acquire,  or dispose  of Plan  assets  and (b)  acknowledges  fiduciary
responsibility  to the Plan in writing.  Such entity must be a person,  firm, or
corporation  registered as an investment  adviser under the Investment  Advisers
Act of 1940, a bank, or an insurance company.

         1.32 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder.  Generally,  any Employee or former Employee (as
well as each of his  Beneficiaries)  is  considered a Key Employee if he, at any
time during the Plan Year that contains the  "Determination  Date" or any of the
preceding  four  (4)  Plan  Years,  has been  included  in one of the  following
categories:

                     (a) an  officer  of the  Employer  (as that term is defined
              within the  meaning of the  Regulations  under Code  Section  416)
              having  annual "415  Compensation"  greater than 50 percent of the
              amount in effect under Code Section 415(b)(1)(A) for any such Plan
              Year.

                     (b)  one  of  the  ten   employees   having   annual   "415
              Compensation"  from the  Employer for a Plan Year greater than the
              dollar  limitation in effect under Code Section  415(c)(1)(A)  for
              the  calendar  year in which  such Plan Year ends and  owning  (or
              considered  as owning within the meaning of Code Section 318) both
              more than one-half percent  interest and the largest  interests in
              the Employer.

                     (c) a "five percent  owner" of the Employer.  "Five percent
              owner"  means  any  person  who owns (or is  considered  as owning
              within the  meaning of Code  Section  318) more than five  percent
              (5%) of the outstanding  stock of the Employer or stock possessing
              more than five percent (5%) of the total combined  voting power of
              all stock of the  Employer  or,  in the case of an  unincorporated
              business,  any person who owns more than five  percent (5%) of the
              capital  or  profits  interest  in the  Employer.  In  determining
              percentage ownership hereunder,  employers that would otherwise be
              aggregated under Code Sections  414(b),  (c), (m) and (o) shall be
              treated as separate employers.

                     (d) a "one percent owner" of the Employer  having an annual
              "415 Compensation"  from the Employer of more than $150,000.  "One
              percent  owner"  means any  person who owns (or is  considered  as
              owning  within  the  meaning  of Code  Section  318) more than one
              percent  (1%) of the  outstanding  stock of the  Employer or stock
              possessing more than one percent (1%) of the total combined voting
              power  of all  stock  of  the  Employer  or,  in  the  case  of an
              unincorporated business, any person who owns more than one percent
              (1%) of the  capital  or  profits  interest  in the  Employer.  In
              determining  percentage ownership hereunder,  employers that would
              otherwise be aggregated under Code Sections  414(b),  (c), (m) and
              (o)  shall  be  treated  as  separate   employers.   However,   in
              determining  whether an individual has "415  Compensation" of more
              than $150,000,  "415  Compensation" from each employer required to
              be aggregated under Code Sections  414(b),  (c), (m) and (o) shall
              be taken into account.

              For  purposes  of  this  Section,   the   determination   of  "415
Compensation"  shall  be made by  including  amounts  that  would  otherwise  be
excluded from a Participant's  gross income by reason of the application of Code
Sections 125, 402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions
made pursuant to a salary reduction  agreement,  by including amounts that would
otherwise  be  excluded  from a  Participant's  gross  income  by  reason of the
application of Code Section 403(b).

         1.33 "Late Retirement Date" means the first day of the month coinciding
with or next  following a  Participant's  actual  Retirement  Date after  having
reached his Normal Retirement Date.

         1.34 "Leased  Employee" means any person (other than an Employee of the
recipient)  who pursuant to an  agreement  between the  recipient  and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient  and related  persons  determined in accordance  with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such  services  are of a type  historically  performed  by  employees in the
business field of the recipient  employer.  Contributions or benefits provided a
Leased Employee by the leasing  organization  which are attributable to services
performed  for the  recipient  employer  shall be  treated  as  provided  by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient if:

                     (a) such  employee is covered by a money  purchase  pension
              plan providing:

                     (1) a non-integrated employer contribution rate of at least
                     10% of compensation,  as defined in Code Section 415(c)(3),
                     but  including  amounts  contributed  pursuant  to a salary
                     reduction   agreement   which  are   excludable   from  the
                     employee's gross income under Code Sections 125, 402(a)(8),
                     402(h) or 403(b);

                     (2) immediate participation; and

                     (3) full and immediate vesting.

                     (b) Leased Employees do not constitute more than 20% of the
              recipient's non-highly compensated work force.

         1.35 "Net Profit" means with respect to any Fiscal Year the  Employer's
net  income or profit  for such  Fiscal  Year  determined  upon the basis of the
Employer's  books of account in accordance  with generally  accepted  accounting
principles,   without  any  reduction  for  taxes  based  upon  income,  or  for
contributions made by the Employer to this Plan.

         1.36 "Non-Elective  Contribution" means the Employer's contributions to
the Plan excluding,  however,  contributions  made pursuant to the Participant's
deferral  election  provided for in Section  4.2,  matching  contributions  made
pursuant to Section 4.1(b) and any Qualified Non-Elective Contribution.

         1.37 "Non-Highly Compensated  Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

         1.38 "Non-Key  Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

         1.39  "Normal  Retirement  Date"  means  the  first  day of  the  month
coinciding with or next following the Participant's  Normal Retirement Age (65th
birthday). A Participant shall become fully Vested in his Account upon attaining
his Normal Retirement Age.

         1.40 "1-Year Break in Service" means the applicable computation period
during which an Employee has not  completed  more than 500 Hours of Service with
the  Employer.  Further,  solely  for  the  purpose  of  determining  whether  a
Participant  has incurred a 1-Year Break in Service,  Hours of Service  shall be
recognized  for  "authorized  leaves of absence" and  "maternity  and  paternity
leaves of  absence."  Years of  Service  and 1-Year  Breaks in Service  shall be
measured on the same computation period.

         "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established nondiscriminatory
policy, whether occasioned by illness, military service, or any other reason.

         A  "maternity  or  paternity  leave of absence"  means,  for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection  with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation  period  in which  the  absence  from  work  begins,  only if credit
therefore is necessary to prevent the Employee from  incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service  credited for a "maternity  or paternity  leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which  the  Administrator  is  unable  to  determine  such  hours
normally  credited,  eight  (8) Hours of  Service  per day.  The total  Hours of
Service  required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

         1.41 "Participant"  means any Eligible Employee who participates in the
Plan as  provided  in Sections  3.2 and 3.3,  and has not for any reason  become
ineligible to participate further in the Plan.

         1.42   "Participant's   Account"  means  the  account  established  and
maintained by the  Administrator  for each Participant with respect to his total
interest  in the Plan and  Trust  resulting  from  the  Employer's  Non-Elective
Contributions.

         1.43 "Participant's  Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         1.44 "Participant's Elective Account" means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest  in  the  Plan  and  Trust  resulting  from  the  Employer's   Elective
Contributions.  A separate  accounting  shall be maintained with respect to that
portion  of  the  Participant's   Elective  Account   attributable  to  Elective
Contributions  pursuant to Section 4.2, Employer matching contributions pursuant
to Section 4.1(b) and any Employer Qualified Non-Elective Contributions.

         1.45 "Plan" means this instrument, including all amendments thereto.

         1.46 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following  December  31st,
except for the first Plan Year which commenced October lst.

         1.47  "Qualified   Non-Elective   Contribution"  means  the  Employer's
contributions  to the Plan that are made pursuant to Section  4.1(c) and Section
4.6. Such  contributions  shall be considered an Elective  Contribution  for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage" tests.

         1.48  "Regulation"  means the Income Tax  Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

         1.49 "Retired  Participant"  means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.50 "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent  Disability,  whether such retirement
occurs on a Participant's  Normal Retirement Date, Early or Late Retirement Date
(see Section 6.1).

         1.51 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

         1.52  "Taxable  Wage Base" means,  with  respect to any Plan Year,  the
maximum amount of earnings at the beginning of such year which may be considered
wages for such year under Code Section 3121(a)(1).

         1.53   "Terminated   Participant"   means  a  person  who  has  been  a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.54 "Top Heavy Plan" means a plan described in Section 2.2(a).

         1.55 "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

         1.56 "Top  Paid  Group"  means  the top 20  percent  of  Employees  who
performed services for the Employer during the applicable year, ranked according
to the amount of "415  Compensation"  (determined for this purpose in accordance
with Section 1.26)  received from the Employer  during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of code sections  414(n)(2) and 414(o)(2) shall be considered
Employees  unless such Leased  Employees are covered by a plan described in Code
Section  414(n)(5) and are not covered in any qualified  plan  maintained by the
Employer.  Employees  who are  non-resident  aliens and who  received  no earned
income  (within  the  meaning  of Code  Section  911(d)(2))  from  the  Employer
constituting  United  States  source  income  within the meaning of Code Section
861(a)(3)  shall not be treated as Employees.  Additionally,  for the purpose of
determining the number of active Employees in any year, the following additional
Employees  shall  also be  excluded;  however,  such  Employees  shall  still be
considered  for the purpose of identifying  the particular  Employees in the Top
Paid Group:

                  (a) Employees with less than six (6) months of service;

                  (b)  Employees  who  normally  work less than 17 1/2 hours per
         week;

                  (c)  Employees  who  normally  work less  than six (6)  months
         during a year; and

                  (d) Employees who have not yet attained age 21.

         In addition, if 90 percent or more of the Employees of the Employer are
covered  under  agreements  the  Secretary  of  Labor  finds  to  be  collective
bargaining agreements between Employee representatives and the Employer, and the
Plan  covers only  Employees  who are not covered  under such  agreements,  then
Employees  covered  by such  agreements  shall be  excluded  from both the total
number of active  Employees as well as from the '  identification  of particular
Employees in the Top Paid Group.

         The foregoing  exclusions set forth in this Section shall be applied on
a uniform  and  consistent  basis for all  purposes  for which the Code  Section
414(q) definition is applicable.

         1.57  "Total  and  Permanent  Disability"  means a  physical  or mental
condition of a Participant  resulting  from bodily  injury,  disease,  or mental
disorder  which  renders him  incapable of  continuing  his usual and  customary
employment  with  the  Employer.  The  disability  of  a  Participant  shall  be
determined  by  a  licensed   physician   chosen  by  the   Administrator.   The
determination shall be applied uniformly to all Participants.

         1.58 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

         1.59  "Trust  Fund"  means the assets of the Plan and Trust as the same
shall exist from time to time.

         1.60  "Vested"  means  the   nonforfeitable   portion  of  any  account
maintained on behalf of a Participant.

         1.61 "Voluntary Contribution Account" means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest in the Plan resulting from the  Participant's  nondeductible  voluntary
contributions made pursuant to Section 4.10.

         1.62 "Year of  Service"  means the  computation  period of twelve  (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

         For purposes of eligibility for participation,  the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service. The participation  computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee  again  performs an
Hour of Service.  The participation  computation  period shall shift to the Plan
Year which  includes the  anniversary  of the date on which the  Employee  first
performed  an Hour of  Service4 An Employee  who is credited  with the  required
Hours of  Service in both the  initial  computation  period (or the  computation
period  beginning  after a 1-Year  Break in  Service)  and the Plan  Year  which
includes the  anniversary of the date on which the Employee  first  performed an
Hour of Service, shall be credited with two (2) Years of Service for purposes of
eligibility to participate.

         For vesting  purposes,  the computation  period shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

         For all other purposes, the computation period shall be the Plan Year.

         Years of Service with any Affiliated Employer shall be recognized.


                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

2.1      TOP HEAVY PLAN REQUIREMENTS
         For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements  of Code Section 416(b) pursuant to Section 6.4 of the Plan and the
special  minimum  allocation  requirements  of Code Section  416(c)  pursuant to
Section 4.4 of the Plan.

2.2      DETERMINATION OF TOP HEAVY STATUS
                  (a) This Plan  shall be a Top Heavy  Plan for any Plan Year in
         which, as of the  Determination  Date, (1) the Present Value of Accrued
         Benefits of Key Employees and (2) the sum of the Aggregate  Accounts of
         Key Employees  under this Plan and all plans of an  Aggregation  Group,
         exceeds sixty  percent  (60%) of the Present Value of Accrued  Benefits
         and the Aggregate  Accounts of all Key and Non-Key Employees under this
         Plan and all plans of an Aggregation Group.

                  If any  Participant  is a Non-Key  Employee for any Plan Year,
         but such  Participant  was a Key Employee for any prior Plan Year, such
         Participant's Present Value of Accrued Benefit and/or Aggregate Account
         balance  shall not be taken into  account for  purposes of  determining
         whether  this Plan is a Top Heavy or Super Top Heavy  Plan (or  whether
         any Aggregation  Group which includes this Plan is a Top-Heavy  Group).
         In addition,  if a Participant or Former  Participant has not performed
         any services for any Employer  maintaining  the Plan at any time during
         the five year  period  ending on the  Determination  Date,  any accrued
         benefit for such Participant or Former  Participant  shall not be taken
         into account for the purposes of determining whether this Plan is a Top
         Heavy or Super Top Heavy Plan.

                  (b) This Plan  shall be a Super  Top  Heavy  Plan for any Plan
         Year in which, as of the  Determination  Date, (1) the Present Value of
         Accrued  Benefits  of Key  Employees  and (2) the sum of the  Aggregate
         Accounts  of  Key  Employees  under  this  Plan  and  all  plans  of an
         Aggregation Group, exceeds ninety percent (90%) of the Present Value of
         Accrued  Benefits  and the  Aggregate  Accounts  of all Key and Non-Key
         Employees under this Plan and all plans of an Aggregation Group.

                  (c) Aggregate Account: A Participant's Aggregate Account as of
         the Determination Date is the sum of:

                  (1) his Participant's  Combined Account balance as of the most
                  recent  valuation  occurring within a twelve (12) month period
                  ending on the Determination Date;

                  (2)  an  adjustment  for  any  contributions  due  as  of  the
                  Determination Date. Such adjustment shall be the amount of any
                  contributions  actually made after the valuation  date but due
                  on or before the Determination Date, except for the first Plan
                  Year when such adjustment shall also reflect the amount of any
                  contributions  made  after  the  Determination  Date  that are
                  allocated as of a date in that first Plan Year;

                  (3) any Plan  distributions  made  within  the Plan  Year that
                  includes  the  Determination  Date  or  within  the  four  (4)
                  preceding Plan Years.  However,  in the case of  distributions
                  made after the valuation  date and prior to the  Determination
                  Date, such distributions are not included as distributions for
                  top heavy purposes to the extent that such  distributions  are
                  already  included  in  the  Participant's   Aggregate  Account
                  balance as of the  valuation  date.  Notwithstanding  anything
                  herein  to  the   contrary,   all   distributions,   including
                  distributions made prior to January 1, 1984, and distributions
                  under a  terminated  plan which if it had not been  terminated
                  would have been  required  to be  included  in an  Aggregation
                  Group, will be counted.  Further,  distributions from the Plan
                  (including  the cash value of life  insurance  policies)  of a
                  Participant's  account  balance  because  of  death  shall  be
                  treated as a distribution for the purposes of this paragraph.

                  (4)  any   Employee   contributions,   whether   voluntary  or
                  mandatory.  However,  amounts  attributable  to tax deductible
                  qualified  voluntary  employee   contributions  shall  not  be
                  considered to be a part of the Participant's Aggregate Account
                  balance.

                  (5) with  respect  to  unrelated  rollovers  and  plan-to-plan
                  transfers  (ones which are both  initiated by the Employee and
                  made  from  a  plan  maintained  by  one  employer  to a  plan
                  maintained  by another  employer),  if this Plan  provides the
                  rollovers or plan-to-plan  transfers, it shall always consider
                  such rollovers or plan-to-plan transfers as a distribution for
                  the purposes of this Section.

                  (6)  with  respect  to  related   rollovers  and  plan-to-plan
                  transfers  (ones either not  initiated by the Employee or made
                  to a plan  maintained  by the  same  employer),  if this  Plan
                  provides the rollover or plan-to-plan  transfer,  it shall not
                  be counted as a distribution for purposes of this Section.  If
                  this Plan is the plan accepting such rollover or  plan-to-plan
                  transfer,  it shall  consider  such  rollover or  plan-to-plan
                  transfer  as  part  of  the  Participant's  Aggregate  Account
                  balance,  irrespective  of the date on which such  rollover or
                  plan-to-plan transfer is accepted.

                  (7) For the purposes of determining  whether two employers are
                  to be treated as the same  employer in (5) and (6) above,  all
                  employers  aggregated under Code Section 414(b),  (c), (m) and
                  (o) are treated as the same employer.

                  (d)  "Aggregation  Group" means either a Required  Aggregation
         Group or a Permissive Aggregation Group as hereinafter determined.

                  (1) Required  Aggregation  Group:  In  determining  a Required
                  Aggregation  Group  hereunder,  each plan of the  Employer  in
                  which  a Key  Employee  is a  participant  in  the  Plan  Year
                  containing the Determination Date or any of the four preceding
                  Plan Years,  and each other plan of the Employer which enables
                  any  plan in  which a Key  Employee  participates  to meet the
                  requirements  of  Code  Sections  401(a)(4)  or  410,  will be
                  required  to be  aggregated.  Such  group  shall be known as a
                  Required Aggregation Group.

                  In the case of a Required  Aggregation Group, each plan in the
                  group  will be  considered  a Top Heavy  Plan if the  Required
                  Aggregation  Group  is a Top  Heavy  Group.  No  plan  in  the
                  Required Aggregation Group will be considered a Top Heavy Plan
                  if the Required Aggregation Group is not a Top Heavy Group.

                  (2)  Permissive  Aggregation  Group:  The  Employer  may  also
                  include  any other plan not  required  to be  included  in the
                  Required  Aggregation  Group,  provided the  resulting  group,
                  taken as a whole,  would continue to satisfy the provisions of
                  Code Sections  401(a)(4) and 410. Such group shall be known as
                  a Permissive Aggregation Group.

                  In the case of a  Permissive  Aggregation  Group,  only a plan
                  that  is  part  of the  Required  Aggregation  Group  will  be
                  considered  a Top  Heavy  Plan if the  Permissive  Aggregation
                  Group  is a  Top  Heavy  Group.  No  plan  in  the  Permissive
                  Aggregation  Group will be  considered a Top Heavy Plan if the
                  Permissive Aggregation Group is not a Top Heavy Group.

                  (3)  Only   those   plans  of  the   Employer   in  which  the
                  Determination  Dates fall within the same  calendar year shall
                  be aggregated in order to determine whether such plans are Top
                  Heavy Plans.

                  (4) An Aggregation  Group shall include any terminated plan of
                  the  Employer  if it was  maintained  within the last five (5)
                  years ending on the Determination Date.

                  (e)  "Determination  Date"  means  (a)  the  last  day  of the
         preceding  Plan Year,  or (b) in the case of the first  Plan Year,  the
         last day of such Plan Year.

                  (f) Present Value of Accrued Benefit: In the case of a defined
         benefit plan,  the Present  Value of Accrued  Benefit for a Participant
         other  than a Key  Employee,  shall be as  determined  using the single
         accrual  method  used for all  plans  of the  Employer  and  Affiliated
         Employers,  or if no such single  method  exists,  using a method which
         results in benefits  accruing not more rapidly than the slowest accrual
         rate permitted under Code Section  411(b)(1)(C).  The  determination of
         the Present Value of Accrued Benefit shall be determined as of the most
         recent  valuation  date that  falls  within  or ends with the  12-month
         period  ending on the  Determination  Date  except as  provided in Code
         Section  416 and the  Regulations  thereunder  for the first and second
         plan years of a defined benefit plan.

                  (g) "Top Heavy Group" means an Aggregation  Group in which, as
         of the Determination Date, the sum of:

                  (1) the Present  Value of Accrued  Benefits  of Key  Employees
                  under all defined benefit plans included in the group, and

                  (2) the Aggregate  Accounts of Key Employees under all defined
                  contribution plans included in the group,

                  exceeds sixty percent  (60%) of a similar sum  determined  for
                  all Participants.

2.3    POWERS AND RESPONSIBILITIES OF THE EMPLOYER
                  (a) The Employer  shall be empowered to appoint and remove the
         Trustee and the  Administrator  from time to time as it deems necessary
         for the proper  administration  of the Plan to assure  that the Plan is
         being operated for the exclusive  benefit of the Participants and their
         Beneficiaries  in accordance  with the terms of the Plan, the Code, and
         the Act.

                  (b)  The  Employer  shall  establish  a  "funding  policy  and
         method", i.e., it shall determine whether the Plan has a short run need
         for liquidity  (e.g.,  to pay benefits) or whether  liquidity is a long
         run  goal  and  investment  growth  (and  stability  of same) is a more
         current  need,  or shall  appoint  a  qualified  person  to do so.  The
         Employer or its delegate shall  communicate such needs and goals to the
         Trustee,  who shall  coordinate  such Plan  needs  with its  investment
         policy.  The  communication of such a "funding policy and method" shall
         not, however, constitute a directive to the Trustee as to investment of
         the Trust Funds.  Such "funding  policy and method" shall be consistent
         with the objectives of this Plan and with the  requirements  of Title I
         of the Act.

                  (c) The Employer shall periodically  review the performance of
         any  Fiduciary  or other  person to whom duties have been  delegated or
         allocated  by it under  the  provisions  of this  Plan or  pursuant  to
         procedures established hereunder.  This requirement may be satisfied by
         formal  periodic  review  by  the  Employer  or by a  qualified  person
         specifically designated by the Employer, through day-to-day conduct and
         evaluation, or through other appropriate ways.

2.4    DESIGNATION OF ADMINISTRATIVE AUTHORITY
         The  Employer  shall  appoint one or more  Administrators.  Any person,
including,  but not limited to, the Employees of the Employer, shall be eligible
to  serve as an  Administrator.  Any  person  so  appointed  shall  signify  his
acceptance by filing written acceptance with the Employer.  An Administrator may
resign by delivering  his written  resignation  to the Employer or be removed by
the Employer by delivery of written notice of removal,  to take effect at a date
specified  therein,  or  upon  delivery  to  the  Administrator  if no  date  is
specified.

         The  Employer,  upon the  resignation  or removal of an  Administrator,
shall  promptly  designate  in  writing a  successor  to this  position.  If the
Employer  does not appoint an  Administrator,  the Employer will function as the
Administrator.

2.5    ALLOCATION AND DELEGATION OF RESPONSIBILITIES
         If  more  than  one  person  is   appointed   as   Administrator,   the
responsibilities  of each  Administrator  may be  specified  by the Employer and
accepted in writing by each Administrator.  In the event that no such delegation
is made by the Employer,  the Administrators  may allocate the  responsibilities
among themselves,  in which event the  Administrators  shall notify the Employer
and the Trustee in writing of such action and  specify the  responsibilities  of
each  Administrator.  The  Trustee  thereafter  shall  accept  and rely upon any
documents  executed  by the  appropriate  Administrator  until  such time as the
Employer or the  Administrators  file with the Trustee a written  revocation  of
such designation.

2.6    POWERS AND DUTIES OF THE ADMINISTRATOR
         The primary  responsibility  of the  Administrator is to administer the
Plan for the  exclusive  benefit of the  Participants  and their  Beneficiaries,
subject to the specific terms of the Plan. The  Administrator  shall  administer
the Plan in accordance with its terms and shall have the power and discretion to
construe  the  terms of the Plan  and to  determine  all  questions  arising  in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons.  The  Administrator may establish  procedures,  correct any defect,
supply any  information,  or reconcile any  inconsistency  in such manner and to
such extent as shall be deemed  necessary  or advisable to carry out the purpose
of  the  Plan;  provided,  however,  that  any  procedure,   discretionary  act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform  principles  consistently  applied and shall be consistent with the
intent  that the Plan shall  continue  to be deemed a  qualified  plan under the
terms of Code section 401(a), and shall comply with the terms of the Act and all
regulations  issued pursuant thereto.  The  Administrator  shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

         The  Administrator  shall be  charged  with the  duties of the  general
administration of the Plan, including, but not limited to, the following:

                  (a) the discretion to determine all questions  relating to the
         eligibility  of  Employees  to  participate  or  remain  a  Participant
         hereunder and to receive benefits under the Plan;

                  (b) to compute,  certify,  and direct the Trustee with respect
         to the amount and the kind of benefits to which any  Participant  shall
         be entitled hereunder;

                  (c) to  authorize  and direct the Trustee  with respect to all
         nondiscretionary or otherwise directed disbursements from the Trust;

                  (d) to maintain all necessary  records for the  administration
         of the Plan;

                  (e) to interpret  the  provisions  of the Plan and to make and
         publish such rules for  regulation of the Plan as are  consistent  with
         the terms hereof;

                  (f) to  determine  the  size and  type of any  Contract  to be
         purchased  from any insurer,  and to  designate  the insurer from which
         such Contract shall be purchased;

                  (g) to compute and certify to the  Employer and to the Trustee
         from  time to time the  sums of  money  necessary  or  desirable  to be
         contributed to the Plan;

                  (h) to consult with the Employer and the Trustee regarding the
         short  and  long-term  liquidity  needs of the  Plan in order  that the
         Trustee can exercise any investment  discretion in a manner designed to
         accomplish specific objectives;

                  (i) to prepare and  implement a procedure  to notify  Eligible
         Employees  that they may elect to have a portion of their  Compensation
         deferred or paid to them in cash;

                  (j) to assist any Participant regarding his rights,  benefits,
         or elections available under the Plan.

2.7    RECORDS AND REPORTS
         The  Administrator  shall keep a record of all actions  taken and shall
keep all other books of account,  records,  and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal  Revenue  Service,  Department of Labor,
Participants, Beneficiaries and others as required by law.

2.8    APPOINTMENT OF ADVISERS
         The   Administrator,   or  the   Trustee   with  the   consent  of  the
Administrator, may appoint counsel, specialists,  advisers, and other persons as
the Administrator or the Trustee deems necessary or desirable in connection with
the administration of this Plan.

2.9    INFORMATION FROM EMPLOYER
         To enable the  Administrator  to perform his  functions,  the  Employer
shall supply full and timely  information  to the  Administrator  on all matters
relating to the Compensation of all Participants,  their Hours of Service, their
Years of  Service,  their  retirement,  death,  disability,  or  termination  of
employment, and such other pertinent facts as the Administrator may require; and
the Administrator shall advise the Trustee of such of the foregoing facts as may
be pertinent to the Trustee's duties under the Plan. The  Administrator may rely
upon such  information  as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

2.10   PAYMENT OF EXPENSES
         All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer.  Such expenses shall include any expenses  incident to the
functioning  of the  Administrator,  including,  but  not  limited  to,  fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund.  However,  the  Employer  may  reimburse  the Trust Fund for any
administration  expense incurred.  Any administration  expense paid to the Trust
Fund as a reimbursement shall not be considered an Employer contribution.

2.11   MAJORITY ACTIONS
         Except  where  there  has  been  an   allocation   and   delegation  of
administrative  authority  pursuant to Section  2.5, if there shall be more than
one  Administrator,  they  shall  act by a  majority  of their  number,  but may
authorize one or more of them to sign all papers on their behalf.

2.12   CLAIMS PROCEDURE
         Claims for benefits under the Plan may be filed with the  Administrator
on forms supplied by the Employer.  Written notice of the disposition of a claim
shall be  furnished  to the  claimant  within 90 days after the  application  is
filed.  In the event the claim is denied,  the reasons  for the denial  shall be
specifically set forth in the notice 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 perfect the claim will be
provided.  In addition,  the claimant  shall be furnished with an explanation of
the Plan's claims review procedure.

2.13   CLAIMS REVIEW PROCEDURE
         Any Employee,  former Employee,  or Beneficiary of either, who has been
denied a benefit by a decision of the  Administrator  pursuant  to Section  2.12
shall be entitled to request the Administrator to give further  consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the  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  Administrator  no later  than 60 days  after
receipt  of  the  written  notification   provided  for  in  Section  2.12.  The
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  Administrator)  the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter  to attend the  hearing and record the  proceedings.  In such event,  a
complete  written  transcript  of the  proceedings  shall be  furnished  to both
parties by the court  reporter.  The full expense of any such court reporter and
such  transcripts  shall be borne by the party  causing  the court  reporter  to
attend the hearing.  A final  decision as to the allowance of the claim shall be
made by the Administrator  within 60 days of receipt of the appeal (unless there
has been an  extension  of 60 days due to special  circumstances,  provided  the
delay and the  special  circumstances  occasioning  it are  communicated  to the
claimant  within the 60 day period).  Such  communication  shall be written in a
manner  calculated to be  understood by the claimant and shall include  specific
reasons  for  the  decision  and  specific  references  to  the  pertinent  Plan
provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

3.1    CONDITIONS OF ELIGIBILITY
         Any Eligible Employee who has completed one (1) Year of Service and has
attained age 21 shall be eligible to participate hereunder as of the date he has
satisfied such requirements.  The Employer shall give each prospective  Eligible
Employee  written notice of his  eligibility to participate in the Plan prior to
the close of the Plan Year in which he first becomes an Eligible Employee.

3.2    APPLICATION FOR PARTICIPATION
         In order to become a  Participant  hereunder,  each  Eligible  Employee
shall make  application to the Employer for  participation in the Plan and agree
to the terms hereof.  Upon the acceptance of any benefits under this Plan,  such
Employee shall  automatically  be deemed to have made  application  and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

3.3    EFFECTIVE DATE OF PARTICIPATION
         An Eligible  Employee  shall become a  Participant  effective as of the
earlier of the first day of the Plan Year or the first day of the seventh  month
of such Plan Year  coinciding  with or next following the date such Employee met
the eligibility  requirements  of Section 3.1,  provided said Employee was still
employed  as of such date (or if not  employed  on such date,  as of the date of
rehire if a 1-Year Break in Service has not occurred).

3.4    DETERMINATION OF ELIGIBILITY
         The Administrator  shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination  shall be conclusive and binding upon all persons,  as long as the
same is made  pursuant  to the  Plan and the Act.  Such  determination  shall be
subject to review per section 2.13.

3.5    TERMINATION OF ELIGIBILITY
                  (a) In the event a Participant  shall go from a classification
         of  an  Eligible  Employee  to  an  ineligible  Employee,  such  Former
         Participant shall continue to vest in his interest in the Plan for each
         Year of Service completed while a noneligible Employee, until such time
         as his Participant's Account shall be forfeited or distributed pursuant
         to the terms of the Plan. Additionally,  his interest in the Plan shall
         continue to share in the earnings of the Trust Fund.

                  (b) In the  event a  Participant  is no  longer a member of an
         eligible class of Employees and becomes  ineligible to participate  but
         has not  incurred  a  1-Year  Break  in  service,  such  Employee  will
         participate   immediately  upon  returning  to  an  eligible  class  of
         Employees.  If such  Participant  incurs  a 1-Year  Break  in  service,
         eligibility  will be determined under the break in service rules of the
         Plan.

                  (c) In the  event  an  Employee  who  is  not a  member  of an
         eligible class of Employees becomes a member of an eligible class, such
         Employee will  participate  immediately  if such Employee has satisfied
         the  minimum  age and  service  requirements  and would have  otherwise
         previously become a Participant.

3.6    OMISSION OF ELIGIBLE EMPLOYEE
         If,  in any Plan  Year,  any  Employee  who  should  be  included  as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution  by his Employer for the year has been made,
the Employer  shall make a subsequent  contribution  with respect to the omitted
Employee  in the amount  which the said  Employer  would have  contributed  with
respect  to him  had he not  been  omitted.  Such  contribution  shall  be  made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

3.7    INCLUSION OF INELIGIBLE EMPLOYEE
         If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously  included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
Employer shall not be entitled to recover the contribution  made with respect to
the ineligible person regardless of whether or not a deduction is allowable with
respect to such contribution. In such event, the amount contributed with respect
to the  ineligible  person shall  constitute  a Forfeiture  (except for Deferred
Compensation  which shall be distributed to the ineligible  person) for the Plan
Year in which the discovery is made.

3.8    ELECTION NOT TO PARTICIPATE
         An  Employee  may,  subject  to the  approval  of the  Employer,  elect
voluntarily not to participate in the Plan. The election not to participate must
be  communicated to the Employer,  in writing,  at least thirty (30) days before
the beginning of a Plan Year.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION
                  For each Plan Year, the Employer shall contribute to the Plan:

                           (a)  The  amount  of  the  total   salary   reduction
                  elections of all Participants made pursuant to Section 4.2(a),
                  which   amount   shall  be  deemed  an   Employer's   Elective
                  Contribution.

                           (b) On behalf of each Participant who is, eligible to
                  share  in  matching   contributions   for  the  Plan  Year,  a
                  discretionary  matching  contribution equal to a percentage of
                  each  such  Participant's  Deferred  Compensation,  the  exact
                  percentage to be determined  each year by the Employer,  which
                  amount shall be deemed an Employer's Elective Contribution.

                               Except,  however,   in   applying  the   matching
                  percentage specified above, only salary reductions up to 6% of
                  Compensation shall be considered.

                           (c) On behalf of each  Participant who is eligible to
                  share in the Qualified Non-Elective Contribution for the Plan
                  Year,  a  discretionary  Qualified  Non-Elective  Contribution
                  equal  to  a   percentage   of  each   eligible   individual's
                  Compensation,  the exact percentage to be determined each year
                  by  the  Employer.   The  Employer's  Qualified   Non-Elective
                  Contribution   shall  be   deemed   an   Employer's   Elective
                  Contribution.

                           (d) A  discretionary  amount  out of its  current  or
                  accumulated  Net  Profit,  which  amount  shall be  deemed  an
                  Employer's Non-Elective Contribution.

                           (e)  Notwithstanding  the  foregoing,   however,  the
                  Employer's  contributions  for any Plan Year  shall not exceed
                  the maximum  amount  allowable  as a deduction to the Employer
                  under the provisions of Code Section 404. All contributions by
                  the Employer  shall be made in cash or in such  property as is
                  acceptable to the Trustee.

                           (f)  Except,  however,  to the  extent  necessary  to
                  provide the top heavy minimum allocations,  the Employer shall
                  make a contribution  even if it exceeds current or accumulated
                  Net  Profit  or the  amount  which is  deductible  under  Code
                  Section 404.

4.2    PARTICIPANT'S SALARY REDUCTION ELECTION
                  (a) Each  Participant may elect to defer from 1% to 15% of his
         Compensation  which would have been received in the Plan Year,  but for
         the  deferral  election.  A deferral  election (or  modification  of an
         earlier election) may not be made with respect to compensation which is
         currently available on or before the date the Participant executed such
         election or, if later,  the latest of the date the Employer adopts this
         cash or deferred arrangement, or the date such arrangement first became
         effective.

                  The  amount by which  Compensation  is  reduced  shall be that
         Participant's  Deferred  Compensation  and be  treated  as an  Employer
         Elective  Contribution  and  allocated to that  Participant's  Elective
         Account.

                  (b) The balance in each  Participant's  Elective Account shall
         be fully Vested at all times and shall not be subject to Forfeiture for
         any reason.

                  (c) Amounts held in the Participant's Elective Account may not
         be distributable earlier than:

                  (1) a  Participant's  termination  of  employment,  Total  and
                  Permanent Disability, or death;

                  (2) a Participant's attainment of age 59 1/2;

                  (3) the  termination  of the Plan without the existence at the
                  time of Plan termination of another defined  contribution plan
                  (other than an  employee  stock  ownership  plan as defined in
                  Code Section  4975(e)(7)) or the  establishment of a successor
                  defined  contribution  plan  (other  than  an  employee  stock
                  ownership  plan as defined in Code Section  4975(e)(7)) by the
                  Employer or an  Affiliated  Employer  within the period ending
                  twelve months after  distribution  of all assets from the Plan
                  maintained by the Employer;

                  (4) the date of  disposition by the Employer to an entity that
                  is not an  Affiliated  Employer  of  substantially  all of the
                  assets (within the meaning of Code Section  409(d)(2)) used in
                  a trade or business of such  corporation  if such  corporation
                  continues  to maintain  this Plan after the  disposition  with
                  respect to a  Participant  who continues  employment  with the
                  corporation acquiring such assets;

                  (5) the date of  disposition  by the Employer or an Affiliated
                  Employer  who   maintains  the  Plan  of  its  interest  in  a
                  subsidiary  (within the meaning of Code Section  409(d)(3)) to
                  an entity  which is not an  Affiliated  Employer but only with
                  respect to a Participant  who continues  employment  with such
                  subsidiary; or

                  (6) the proven financial hardship of a Participant, subject to
                  the limitations of Section 6.10.

                  (d) In any Plan Year, a  Participant's  Deferred  Compensation
         made under this Plan and all other plans,  contracts or arrangements of
         the Employer maintaining this Plan shall not exceed, during any taxable
         year, the limitation  imposed by Code Section  402(g),  as in effect at
         the beginning of such taxable  year.  This dollar  limitation  shall be
         adjusted  annually  pursuant  to the method  provided  in Code  Section
         415(d) in accordance with Regulations.

                  (e) In  the  event  a  Participant  has  received  a  hardship
         distribution  from  his  Participant's  Elective  Account  pursuant  to
         Section 6.10 or pursuant to  Regulation  1.401(k)-1(d)(2)(iii)(B)  from
         any other plan maintained by the Employer,  then such Participant shall
         not be permitted to elect to have Deferred Compensation  contributed to
         the Plan on his behalf for a period of twelve (12) months following the
         receipt of the distribution.  Furthermore,  the dollar limitation under
         Code Section 402(g) shall be reduced, with respect to the Participant's
         taxable  year   following  the  taxable  year  in  which  the  hardship
         distribution  was made,  by the amount of such  Participant's  Deferred
         Compensation,  if any,  pursuant  to this  Plan  (and  any  other  plan
         maintained  by the  Employer)  for the  taxable  year  of the  hardship
         distribution.

                  (f) If a Participant's  Deferred  Compensation under this Plan
         together  with  any  elective   deferrals  (as  defined  in  Regulation
         1.402(g)-l(b)) under another qualified cash or deferred arrangement (as
         defined in Code  Section  401(k)),  a simplified  employee  pension (as
         defined in Code Section 408(k)), a salary reduction arrangement (within
         the meaning of Code  Section  3121(a)(5)(D)),  a deferred  compensation
         plan under Code  Section  457,  or a trust  described  in Code  Section
         501(c)(18)  cumulatively  exceed the limitation imposed by Code Section
         402(g) (as adjusted  annually in accordance with the method provided in
         Code Section 415(d)  pursuant to  Regulations)  for such  Participant's
         taxable year, the Participant may, not later than March 1 following the
         close of his taxable year,  notify the Administrator in writing of such
         excess and request  that his Deferred  Compensation  under this Plan be
         reduced by an amount specified by the  Participant.  In such event, the
         Administrator  may direct the Trustee to distribute  such excess amount
         (and any Income allocable to such excess amount) to the Participant not
         later  than  the  first   April  15th   following   the  close  of  the
         Participant's  taxable year. Any  distribution  of less than the entire
         amount of Excess Deferred Compensation and Income shall be treated as a
         pro rata distribution of Excess Deferred  Compensation and Income.  The
         amount   distributed  shall  not  exceed  the  Participant's   Deferred
         Compensation  under the Plan for the taxable year. Any  distribution on
         or before the last day of the  Participant's  taxable year must satisfy
         each of the following conditions:

                  (1) the Participant shall designate the distribution as Excess
                  Deferred Compensation;

                  (2) the distribution  must be made after the date on which the
                  Plan received the Excess Deferred Compensation; and

                  (3) the Plan must designate the distribution as a distribution
                  of Excess Deferred Compensation.

                  (g)  Notwithstanding  Section  4.2(f) above,  a  Participant's
         Excess Deferred  Compensation shall be reduced,  but not below zero, by
         any distribution of Excess Contributions pursuant to Section 4.6(a) for
         the  Plan  Year  beginning  with  or  within  the  taxable  year of the
         Participant.

                  (h) At Normal  Retirement  Date,  or such  other date when the
         Participant  shall be  entitled  to receive  benefits,  the fair market
         value of the  Participant's  Elective  Account shall be used to provide
         additional benefits to the Participant or his Beneficiary.

                  (i) All amounts allocated to a Participant's  Elective Account
         may be treated as a Directed  Investment  Account  pursuant  to Section
         4.11.

                  (j)  Employer  Elective  Contributions  made  pursuant to this
         Section may be segregated into a separate  account for each Participant
         in a federally  insured  savings  account,  certificate of deposit in a
         bank or savings and loan  association,  money  market  certificate,  or
         other  short-term  debt  security  acceptable to the Trustee until such
         time as the allocations pursuant to Section 4.4 have been made.

                  (k) The Employer and the  Administrator  shall  implement  the
         salary reduction  elections  provided for herein in accordance with the
         following:

                  (1) A Participant may commence  making  elective  deferrals to
                  the Plan only  after  first  satisfying  the  eligibility  and
                  participation  requirements specified in Article III. However,
                  the Participant must make his initial salary deferral election
                  within a  reasonable  time,  not to exceed  thirty  (30) days,
                  after  entering  the Plan  pursuant  to  Section  3.3.  If the
                  Participant  fails to make an initial salary deferral election
                  within such time, then such Participant may thereafter make an
                  election in accordance with the rules governing modifications.
                  The Participant shall make such an election by entering into a
                  written  salary  reduction  agreement  with the  Employer  and
                  filing such  agreement with the  Administrator.  Such election
                  shall  initially  be effective  beginning  with the pay period
                  following the acceptance of the salary reduction  agreement by
                  the Administrator, shall not have retroactive effect and shall
                  remain in force until revoked.

                  (2) A Participant  may modify a prior election during the Plan
                  Year and concurrently  make a new election by filing a written
                  notice with the Administrator  within a reasonable time before
                  the pay period for which such modification is to be effective.
                  However,  modifications  to a salary  deferral  election shall
                  only  be  permitted  semi-annually,  during  election  periods
                  established by the  Administrator  prior to the first day of a
                  Plan  Year and the first  day of the  seventh  month of a Plan
                  Year. Any modification  shall not have retroactive  effect and
                  shall remain in force until revoked.

                  (3) A Participant may elect to prospectively revoke his salary
                  reduction  agreement  in its  entirety  at any time during the
                  Plan Year by providing the Administrator with thirty (30) days
                  written notice of such revocation (or upon such shorter notice
                  period  as  may be  acceptable  to  the  Administrator).  Such
                  revocation  shall become  effective as of the beginning of the
                  first  pay  period  coincident  with  or  next  following  the
                  expiration of the notice period. Furthermore,  the termination
                  of  the   Participant's   employment,   or  the  cessation  of
                  participation  for any  reason,  shall be deemed to revoke any
                  salary   reduction   agreement   then  in  effect,   effective
                  immediately following the close of the pay period within which
                  such termination or cessation occurs.

4.3    TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION
         The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including  extensions
of time,  for the  filing of the  Employer's  federal  income tax return for the
Fiscal Year.

         However,  Employer Elective  Contributions  accumulated through payroll
deductions  shall be paid to the Trustee as of the  earliest  date on which such
contributions  can reasonably be segregated from the Employer's  general assets,
but in any event  within  ninety  (90) days from the date on which such  amounts
would  otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore,  any additional  Employer  contributions which are allocable to the
Participant's  Elective  Account  for a Plan  Year  shall be paid to the Plan no
later than the twelve-month period immediately  following the close of such Plan
Year.

4.4    ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS
                  (a) The Administrator  shall establish and maintain an account
         in the name of each Participant to which the Administrator shall credit
         as of  each  Anniversary  Date  all  amounts  allocated  to  each  such
         Participant as set forth herein.

                  (b) The  Employer  shall  provide the  Administrator  with all
         information  required by the  Administrator to make a proper allocation
         of the Employer's contributions for each Plan Year. Within a reasonable
         period of time after the date of receipt by the  Administrator  of such
         information,  the  Administrator  shall allocate such  contribution  as
         follows:

                  (1) With respect to the Employer's Elective  Contribution made
                  pursuant to Section  4.1(a),  to each  Participant's  Elective
                  Account in an amount equal to each such Participant's Deferred
                  Compensation for the year.

                  (2) With respect to the Employer's Elective  Contribution made
                  pursuant to Section  4.1(b),  to each  Participant's  Elective
                  Account in accordance with Section 4.1(b).

                  Any Participant  actively  employed during the Plan Year shall
                  be eligible to share in the matching contribution for the Plan
                  Year.

                  (3) With  respect  to the  Employer's  Qualified  Non-Elective
                  Contribution   made  pursuant  to  Section  4.1(c),   to  each
                  Participant's  Elective  Account in  accordance  with  Section
                  4.1(c).

                  Only  Participants--who  are actively employed on the last-day
                  of the Plan Year shall be eligible  to share in the  Qualified
                  Non-Elective Contribution for the year.

                  (4) With respect to the Employer's  Non-Elective  Contribution
                  made pursuant to Section 4.1(d), in the following manner:

                           (i) A dollar  amount equal to 5.7% of the sum of each
                           Participant's    total   Compensation   plus   Excess
                           Compensation shall be allocated to each Participant's
                           Account.  If the Employer  does not  contribute  such
                           amount for all Participants, each Participant will be
                           allocated  a share  of the  contribution  in the same
                           proportion  that ' his  total  Compensation  plus his
                           total Excess  Compensation for the Plan Year bears to
                           the  total   Compensation   plus  the  total   Excess
                           Compensation of all Participants for that year.

                           (ii)  The  balance  of  the  Employer's  Non-Elective
                           Contribution over the amount allocated above, if any,
                           shall be allocated to each  Participant's  Account in
                           the same proportion that his total  Compensation  for
                           the Plan Year bears to the total  Compensation of all
                           Participants for such year.
<PAGE>

                           TRUSTCORP MORTGAGE COMPANY
                        EMPLOYEE RETIREMENT SAVINGS PLAN

                            FUNDING POLICY AND METHOD

         A pension  benefit plan (as defined in the Employee  Retirement  Income
Security  Act of 1974)  has been  adopted  by the  company  for the  purpose  of
rewarding  long and loyal  service to the  company  by  providing  to  employees
additional financial security at retirement. Incidental benefits are provided in
the case of disability, death or other termination of employment.

         Since the  principal  purpose  of the plan is to  provide  benefits  at
normal  retirement age, the principal goal of the investment of the funds in the
plan should be both  security  and long- term  stability  with  moderate  growth
commensurate with the anticipated retirement dates of participants. Investments,
other than  "fixed  dollar"  investments,  should be  included  among the plan's
investments  to prevent  erosion by inflation.  However,  investments  should be
sufficiently  liquid  to  enable  the  plan,  on  short  notice,  to  make  some
distributions in the event of the death or disability of a participant.

<PAGE>



                  Only  Participants who have completed a Year of Service during
                  the Plan Year and are actively employed on the last day of the
                  Plan  Year  shall be  eligible  to share in the  discretionary
                  contribution for the year.

                  (c) As of each  Anniversary  Date  any  amounts  which  became
         Forfeitures  since  the  last  Anniversary  Date  shall  first  be made
         available to reinstate  previously forfeited account balances of Former
         Participants,  if any, in accordance with Section 6.4(f). The remaining
         Forfeitures,  if any,  shall be added to the  Employer's  discretionary
         contribution  pursuant to Section 4.1(d) and for the Plan Year in which
         such Forfeitures  occur allocated among the  Participants'  Accounts in
         the same manner as the Employer's  discretionary  contribution  for the
         current year.

                  Provided,  however,  that  in  the  event  the  allocation  of
         Forfeitures  provided  herein  shall  cause the "annual  addition"  (as
         defined  in  Section  4.7) to any  Participant's  Account to exceed the
         amount  allowable  by the Code,  the  excess  shall be  reallocated  in
         accordance with Section 4.8.

                  (d) With respect to the first Plan Year ending  December 31st,
         Participants  shall not be required to fulfill the service  requirement
         specified  herein  to  share  in any  Employer  contribution.  However,
         Participants  must continue to be actively  employed on the last day of
         such Plan Year to the extent provided herein

                  (e)  For  any Top  Heavy  Plan  Year,  Non-Key  Employees  not
         otherwise  eligible to share in the  allocation  of  contributions  and
         Forfeitures  as provided  above,  shall receive the minimum  allocation
         provided for in Section  4.4(i) if eligible  pursuant to the provisions
         of Section 4.4(k).

                  (f)  Notwithstanding  the foregoing,  Participants who are not
         actively  employed  on the last day of the Plan Year due to  Retirement
         (Early,  Normal or Late), Total and Permanent Disability or death shall
         share in the allocation of contributions  and Forfeitures for that Plan
         Year.

                  (g) As of each  Anniversary  Date  or  other  valuation  date,
         before  allocation  of  Employer  contributions  and  Forfeitures,  any
         earnings or losses (net  appreciation or net depreciation) of the Trust
         Fund shall be allocated in the same proportion that each  Participant's
         and Former  Participant's  nonsegregated  accounts bear to the total of
         all Participants' and Former Participants' nonsegregated accounts as of
         such date.

                  Participants'  transfers from other  qualified plans deposited
         in the general Trust Fund after a valuation date shall not share in any
         earnings and losses (net appreciation or net depreciation) of the Trust
         Fund for such period. Each segregated account maintained on behalf of a
         Participant shall be credited or charged with its separate earnings and
         losses.

                  (h) Participants'  accounts shall be debited for any insurance
         or annuity  premiums  paid,  if any,  and credited  with any  dividends
         received on insurance contracts.

                  (i)  Minimum  Allocations  Required  for Top Heavy Plan Years:
         Notwithstanding the foregoing,  for any Top Heavy Plan Year, the sum of
         the  Employer's   contributions   and  Forfeitures   allocated  to  the
         Participant's  Combined Account of each Non-Key Employee shall be equal
         to at  least  three  percent  (3%)  of  such  Non-Key  Employee's  "415
         Compensation"  (reduced  by  contributions  and  forfeitures,  if  any,
         allocated to each  Non-Key  Employee in any defined  contribution  plan
         included with this plan in a Required  Aggregation Group).  However, if
         (i) the sum of the Employer's  contributions and Forfeitures  allocated
         to the Participant's Combined Account of each Key Employee for such Top
         Heavy Plan Year is less than three percent (3%) of each Key  Employee's
         "415 Compensation" and (ii) this Plan is not required to be included in
         an  Aggregation  Group to  enable a  defined  benefit  plan to meet the
         requirements  of  Code  Section  401(a)(4)  or  410,  the  sum  of  the
         Employer's contributions and Forfeitures allocated to the Participant's
         Combined Account of each Non-Key Employee shall be equal to the largest
         percentage  allocated to the Participant's  Combined Account of any Key
         Employee.  However,  in  determining  whether a Non-Key  Employee  has
         received  the required  minimum  allocation,  such  Non-Key  Employee's
         Deferred Compensation and matching  contributions needed to satisfy the
         "Actual Deferral Percentage" tests pursuant to Section 4.5(a) shall not
         be taken into account.

                  However,  no such minimum allocation shall be required in this
         Plan for any  Non-Key  Employee  who  participates  in another  defined
         contribution  plan subject to Code Section 412 providing  such benefits
         included with this Plan in a Required Aggregation Group.

                  (j) For purposes of the minimum  allocations  set forth above,
         the percentage  allocated to the Participant's  Combined Account of any
         Key Employee  shall be equal to the ratio of the sum of the  Employer's
         contributions and Forfeitures  allocated on behalf of such Key Employee
         divided by the "415 Compensation" for such Key Employee.

                  (k) For any Top Heavy Plan Year, the minimum  allocations  set
         forth above shall be allocated to the Participant's Combined Account of
         all Non-Key  Employees who are Participants and who are employed by the
         Employer on the last day of the Plan Year,  including Non-Key Employees
         who have (1) failed to complete a Year of Service;  and (2) declined to
         make mandatory contributions (if required) or, in the case of a cash or
         deferred arrangement, elective contributions to the Plan.

                  (l) In lieu of the above, if a Non-Key  Employee  participates
         in this Plan and a defined  benefit pension plan included in a Required
         Aggregation  Group  which is top heavy,  a minimum  allocation  of five
         percent (5%) of "415 Compensation" shall be provided under this Plan.

                  The extra minimum  allocation  (required by Section  4.7(n) to
         provide higher limitations) will not be provided.

                  (m) For the purposes of this Section, "415 Compensation" shall
         be limited to $200,000  (unless  adjusted  in such manner as  permitted
         under Code Section 415(d)).

                  (n)   Notwithstanding   anything   herein  to  the   contrary,
         Participants  who terminated  employment for any reason during the Plan
         Year shall  share in the  salary  reduction  contributions  made by the
         Employer  for the year of  termination  without  regard to the Hours of
         Service credited.

                  (o) If a  Former  Participant  is  reemployed  after  five (5)
         consecutive  1-Year Breaks in Service,  then separate accounts shall be
         maintained as follows:

                  (1) one account for  nonforfeitable  benefits  attributable to
                  pre-break service; and

                  (2)  one   account   representing   his  status  in  the  Plan
                  attributable to post-break service.

                  (p) Notwithstanding  anything to the contrary,  for Plan Years
         beginning  after  December  31,  1989'01  if this is a Plan that  would
         otherwise fail to meet the  requirements  of Code Sections  401(a)(26),
         410(b)(1) or  410(b)(2)(A)(i)  and the Regulations  thereunder  because
         Employer  contributions  have not been allocated to a sufficient number
         or percentage of Participants for a Plan Year, then the following rules
         shall apply:

                  (1)  The  group  of  Participants  eligible  to  share  in the
                  Employer's  contribution  and  Forfeitures  for the Plan  Year
                  shall  be  expanded   to  include   the   minimum   number  of
                  Participants  who  would  not  otherwise  be  eligible  as are
                  necessary to satisfy the applicable test specified  above. The
                  specific  Participants  who shall  become  eligible  under the
                  terms  of this  paragraph  shall  be  those  who are  actively
                  employed on the last day of the Plan Year and when compared to
                  similarly situated  Participants,  have completed the greatest
                  number of Hours of Service in the Plan Year.

                  (2)  If  after   application  of  paragraph  (1)  above,   the
                  applicable  test is still  not  satisfied,  then the  group of
                  Participants eligible to share in the Employer's  contribution
                  and Forfeitures for the Plan Year shall be further expanded to
                  include  the  minimum  number  of  Participants  who  are  not
                  actively  employed  on the last  day of the  Plan  Year as are
                  necessary  to  satisfy  the  applicable   test.  The  specific
                  Participants who shall become eligible to share shall be those
                  Participants,    when    compared   to   similarly    situated
                  Participants,  who have completed the greatest number of Hours
                  of Service in the Plan Year before terminating employment.

                  (3) Nothing in this Section  shall  permit the  reduction of a
                  Participant's accrued benefit. Therefore any amounts that have
                  previously   been  allocated  to   Participants   may  not  be
                  reallocated to satisfy these requirements.  In such event, the
                  Employer  shall make an additional  contribution  equal to the
                  amount such affected Participants would have received had they
                  been  included  in the  allocations,  even if it  exceeds  the
                  amount which would be  deductible  under Code Section 404. Any
                  adjustment to the allocations pursuant to this paragraph shall
                  be considered a retroactive  amendment adopted by the last day
                  of the Plan Year.

4.5    ACTUAL DEFERRAL PERCENTAGE TESTS

                  (a) Maximum Annual Allocation:  For each Plan Year, the annual
         allocation   derived  from  Employer   Elective   Contributions   to  a
         Participant's  Elective  Account  shall  satisfy  one of the  following
         tests:

                  (1)  The   "Actual   Deferral   Percentage"   for  the  Highly
                  Compensated  Participant  group  shall  not be more  than  the
                  "Actual  Deferral  Percentage" of the  Non-Highly  Compensated
                  Participant group multiplied by 1.25, or

                  (2) The excess of the  "Actual  Deferral  Percentage"  for the
                  Highly Compensated Participant group over the "Actual Deferral
                  Percentage" for the Non-Highly  Compensated  Participant group
                  shall not be more than two  percentage  points.  Additionally,
                  the "Actual  Deferral  Percentage" for the Highly  Compensated
                  Participant  group  shall  not  exceed  the  "Actual  Deferral
                  Percentage" for the Non-Highly  Compensated  Participant group
                  multiplied by 2. The provisions of Code Section  401(k)(3) and
                  Regulation 1.401(k)-l(b) are incorporated herein by reference.

                  However,   in  order  to  prevent  the  multiple  use  of  the
                  alternative  method described in (2) above and in Code Section
                  401(m)(9)(A),  any Highly Compensated  Participant eligible to
                  make  elective  deferrals  pursuant to Section 4.2 and to make
                  Employee  contributions or to receive  matching  contributions
                  under  any  other  plan  maintained  by  the  Employer  or  an
                  Affiliated  Employer shall have his actual  contribution ratio
                  reduced pursuant to Regulation  1.401(m)-2,  the provisions of
                  which are incorporated herein by reference.

                  (b)  For  the  purposes  of  this  Section  "Actual   Deferral
         Percentage" means, with respect to the Highly  Compensated  Participant
         group and Non-Highly Compensated Participant group for a Plan Year, the
         average of the ratios,  calculated  separately for each  Participant in
         such group, of the amount of Employer Elective Contributions  allocated
         to each  Participant's  Elective  Account  for such Plan Year,  to such
         Participant's  "414(s)  Compensation"  for such Plan  Year.  The actual
         deferral  ratio  for  each   Participant   and  the  "Actual   Deferral
         Percentage"   for  each  group  shall  be  calculated  to  the  nearest
         one-hundredth of one percent. Employer Elective Contributions allocated
         to each Non-Highly Compensated Participant's Elective Account shall be
         reduced  by Excess  Deferred  Compensation  to the extent  such  excess
         amounts  are made under this Plan or any other plan  maintained  by the
         Employer.

                  (c) For the purpose of determining  the actual  deferral ratio
         of a Highly  Compensated  Employee who is subject to the Family  Member
         aggregation rules of Code Section 414(q)(6) because such Participant is
         either a "five  percent  owner" of the  Employer or one of the ten (10)
         Highly  Compensated  Employees  paid the  greatest  "415  Compensation"
         during the year, the following shall apply:

                  (1) The combined  actual  deferral  ratio for the family group
                  (which shall be treated as one Highly Compensated Participant)
                  shall  be  the  greater  of:  (i)  the  ratio   determined  by
                  aggregating   Employer  Elective   Contributions  and  "414(s)
                  Compensation"  of all eligible  Family  Members who are Highly
                  Compensated Participants without regard to family aggregation;
                  and (ii) the ratio determined by aggregating Employer Elective
                  Contributions and "414(s) Compensation" of all eligible Family
                  Members (including Highly Compensated Participants).  However,
                  in  applying  the  $200,000  limit to  "414(s)  Compensation",
                  Family  Members  shall  include only the  affected  Employee's
                  spouse and any lineal descendants who have not attained age 19
                  before the close of the Plan Year.

                  (2)  The   Employer   Elective   Contributions   and   "414(s)
                  Compensation"  of all Family Members shall be disregarded  for
                  purposes of determining  the "Actual  Deferral  Percentage" of
                  the  Non-Highly  Compensated  Participant  group except to the
                  extent taken into account in paragraph (1) above.

                  (3) If a Participant  is required to be aggregated as a member
                  of more than one family group in a plan, all  Participants who
                  are  members  of  those   family   groups  that   include  the
                  Participant  are  aggregated as one family group in accordance
                  with paragraphs (1) and (2) above.

                  (d) For the  purposes  of  Sections  4.5(a)  and 4.6, a Highly
         Compensated  Participant and a Non-Highly Compensated Participant shall
         include any Employee  eligible to make a deferral  election pursuant to
         Section  4.2,  whether  or not  such  deferral  election  was  made  or
         suspended pursuant to Section 4.2.

                  (e) For  the  purposes  of  this  Section  and  Code  Sections
         401(a)(4),  410(b) and 401(k),  if two or more plans which include cash
         or deferred  arrangements  are  considered one plan for the purposes of
         Code   Section   401(a)(4)   or  410(b)   (other   than  Code   Section
         410(b)(2)(A)(ii)),  the cash or deferred  arrangements included in such
         plans shall be treated as one  arrangement.  In  addition,  two or more
         cash or deferred arrangements may be considered as a single arrangement
         for purposes of determining  whether or not such  arrangements  satisfy
         Code Sections 401(a)(4), 410(b) and 401(k). In such a case, the cash or
         deferred  arrangements  included in such plans and the plans  including
         such  arrangements  shall be treated as one arrangement and as one plan
         for purposes of this Section and Code  Sections  461(a)(4),  410(b) and
         401(k).  For Plan Years beginning after December 31, 1989, plans may be
         aggregated  under  this  paragraph  (e) only if they have the same plan
         year.

                  Notwithstanding  the above,  an employee stock  ownership plan
         described in Code Section 4975(e)(7) may not be combined with this Plan
         for purposes of determining  whether the employee stock  ownership plan
         or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b)
         and 401(k).

                  (f) For the purposes of this Section,  if a Highly Compensated
         Participant  is a  Participant  under  two or  more  cash  or  deferred
         arrangements  (other than a cash or deferred  arrangement which is part
         of an  employee  stock  ownership  plan  as  defined  in  Code  Section
         4975(e)(7)) of the Employer or an Affiliated Employer, all such cash or
         deferred  arrangements  shall  be  treated  as  one  cash  or  deferred
         arrangement  for the purpose of determining  the actual  deferral ratio
         with respect to such Highly Compensated  Participant.  However,  if the
         cash or deferred arrangements have different Plan Years, this paragraph
         shall be applied by treating all cash or deferred  arrangements  ending
         with or within the same calendar year as a single arrangement.

4.6    ADJUSTMENT TO ACTUAL  DEFERRAL  PERCENTAGE  TESTS
         In the event that the initial  allocations of the  Employer's  Elective
Contributions  made  pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a),  the  Administrator  shall adjust Excess  Contributions
pursuant to the options set forth below:

                  (a)  On or  before  the  fifteenth  day  of  the  third  month
         following the end of each Plan Year, the Highly Compensated Participant
         having the  highest  actual  deferral  ratio  shall have his portion of
         Excess  Contributions  distributed  to him  until  one of the tests set
         forth in Section  4.5(a) is  satisfied,  or until his  actual  deferral
         ratio  equals  the  actual  deferral  ratio of the  Highly  Compensated
         Participant  having the second  highest  actual  deferral  ratio.  This
         process  shall  continue  until one of the  tests set forth in  Section
         4.5(a) is  satisfied.  For each  Highly  Compensated  Participant,  the
         amount of Excess  Contributions is equal to the Elective  Contributions
         on behalf of such Highly Compensated  Participant  (determined prior to
         the  application  of this  paragraph)  minus the amount  determined  by
         multiplying the Highly Compensated  Participant's actual deferral ratio
         (determined  after  application  of  this  paragraph)  by  his  "414(s)
         Compensation".   However,   in   determining   the   amount  of  Excess
         Contributions  to be  distributed  with  respect to an affected  Highly
         Compensated  Participant  as  determined  herein,  such amount shall be
         reduced by any Excess Deferred Compensation  previously  distributed to
         such  affected  Highly  Compensated  Participant  for his taxable  year
         ending with or within such Plan Year.

                  (1) With respect to the  distribution of Excess  Contributions
                  pursuant to (a) above, such distribution:

                     (i) may be  postponed  but not later  than the close of the
                     Plan  Year  following  the  Plan  Year to  which  they  are
                     allocable;

                     (ii)   shall  be  made  first   from   unmatched   Deferred
                     Compensation and, thereafter,  simultaneously from Deferred
                     Compensation  which is matched and  matching  contributions
                     which relate to such Deferred Compensation;

                     (iii)   shall   be   made   from   Qualified   Non-Elective
                     Contributions only to the extent that Excess  Contributions
                     exceed the balance in the  Participant's  Elective  Account
                     attributable to Deferred Compensation and Employer matching
                     contributions made pursuant to Section 4.1(b);

                     (iv) shall be adjusted for Income; and

                     (v) shall be designated  by the Employer as a  distribution
                     of Excess Contributions (and Income).

                  (2) Any  distribution of less than the entire amount of Excess
                  Contributions  shall be treated as a pro rata  distribution of
                  Excess Contributions and Income.

                  (3) The determination  and correction of Excess  Contributions
                  of a Highly  Compensated  Participant  whose  actual  deferral
                  ratio is determined under the family  aggregation  rules shall
                  be accomplished as follows:

                     (i) If the actual deferral ratio for the Highly Compensated
                     Participant  is  determined  in  accordance   with  Section
                     4.5(c)(1)(ii),  then the  actual  deferral  ratio  shall be
                     reduced as required herein and the Excess Contributions for
                     the family unit shall be allocated among the Family Members
                     in proportion to the Elective  Contributions of each Family
                     Member that were  combined to  determine  the group  actual
                     deferral ratio.

                     (ii)  If  the   actual   deferral   ratio  for  the  Highly
                     Compensated   Participant   is  determined   under  Section
                     4.5(c)(1)(i), then the actual deferral ratio shall first be
                     reduced  as  required  herein,  but not  below  the  actual
                     deferral  ratio of the group of Family  Members who are not
                     Highly  Compensated  Participants  without regard to family
                     aggregation.  The Excess Contributions  resulting from this
                     initial  reduction  shall be allocated  (in  proportion  to
                     Elective   Contributions)   among  the  Highly  Compensated
                     Participants whose Elective  Contributions were combined to
                     determine the actual deferral  ratio. If further  reduction
                     is still required, then Excess Contributions resulting from
                     this further  reduction  shall be determined by taking into
                     account the  contributions  of all Family Members and shall
                     be allocated  among them in proportion to their  respective
                     Elective Contributions.

                  (b) Within  twelve (12) months after the end of the Plan Year,
         the Employer may make a special Qualified Non-Elective  Contribution on
         behalf of Non-Highly  Compensated  Participants in an amount sufficient
         to  satisfy  one of  the  tests  set  forth  in  Section  4.5(a).  Such
         contribution  shall be allocated to the Participant's  Elective Account
         of each Non-Highly Compensated  Participant in the same proportion that
         each Non-Highly  Compensated  Participant's  Compensation  for the year
         bears  to  the  total   Compensation  of  all  Non-Highly   Compensated
         Participants.

4.7    MAXIMUM ANNUAL ADDITIONS
                  (a)  Notwithstanding   the  foregoing,   the  maximum  "annual
         additions"  credited to a  Participant's  accounts for any  "limitation
         year"  shall  equal  the  lesser  of:  (1)  $30,000  (or,  if  greater,
         one-fourth  of the  dollar  limitation  in effect  under  Code  Section
         415(b)(1)(A))  or (2)  twenty-five  percent (25%) of the  Participant's
         "415 Compensation" for such "limitation year".

                  (b) For purposes of Applying the  limitations  of Code Section
         415,  "annual  additions"  means the sum  credited  to a  Participant's
         accounts for any "limitation year" of (1) Employer  contributions,  (2)
         Employee contributions,  (3) forfeitures,  (4) amounts allocated, after
         March 31, 1984, to an individual  medical  account,  as defined in Code
         Section 415(l)(2) which is part of a pension or annuity plan maintained
         by the Employer  and (5) amounts  derived  from  contributions  paid or
         accrued  after  December 31, 1985,  in taxable  years ending after such
         date,  which  are  attributable  to  post-retirement  medical  benefits
         allocated to the separate account of a key employee (as defined in Code
         Section  419A(d)(3))  under a welfare  benefit plan (as defined in Code
         Section 419(e)) maintained by the Employer.  Except,  however, the "415
         Compensation"  percentage  limitation  referred to in paragraph  (a)(2)
         above shall not apply to: (1) any  contribution  for  medical  benefits
         (within the meaning of Code Section  419A(f)(2))  after separation from
         service which is otherwise treated as an "annual addition",  or (2) any
         amount  otherwise  treated as an "annual  addition"  under Code Section
         415(l)(1).

                  (c) For purposes of applying the  limitations  of Code Section
         415, the transfer of funds from one qualified plan to another is not an
         "annual  addition".  In   addition,  the  fo11owing  are  not  Employee
         contributions  for the  purposes  of Section  4.7(b)(2):  (1)  rollover
         contributions  (as  defined  in  Code  Sections  402(a)(5),  403(a)(4),
         403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant
         from the Plan; (3) repayments of distributions  received by an Employee
         pursuant to Code Section  411(a)(7)(B)  (cash-outs);  (4) repayments of
         distributions   received  by  an  Employee  pursuant  to  Code  Section
         411(a)(3)(D) (mandatory contributions);  and (5) Employee contributions
         to a simplified  employee  pension  excludable  from gross income under
         Code Section 408(k)(6).

                  (d) For purposes of applying the  limitations  of Code Section
         415,  "415  Compensation"   shall  include  the  Participant's   wages,
         salaries,  fees for professional service and other amounts for personal
         services actually rendered in the course of employment with an Employer
         maintaining the Plan (including,  but not limited to,  commissions paid
         salesmen,  compensation  for services on the basis of a  percentage  of
         profits, commissions on insurance premiums, tips and bonuses and in the
         case of a  Participant  who is an  Employee  within the meaning of Code
         Section  401(c)(1) and the regulations  thereunder,  the  Participant's
         earned  income  (as  described  in  Code  Section   401(c)(2)  and  the
         regulations thereunder)) paid during the "limitation year".

                  "415 Compensation" shall exclude (1)(A)  contributions made by
         the  Employer to a plan of deferred  compensation  to the extent  that,
         before the application of the Code Section 415 limitations to the Plan,
         the  contributions  are  not  includable  in the  gross  income  of the
         Employee for the taxable year in which  contributed,  (B) contributions
         made by the Employer to a plan of deferred  compensation  to the extent
         that all or a portion of such  contributions are  recharacterized  as a
         voluntary  Employee  contribution,  (C) Employer  contributions made on
         behalf of an Employee to a simplified  employee  pension plan described
         in Code Section 408(k) to the extent such  contributions are excludable
         from the Employee's gross income,  (D) any distributions from a plan of
         deferred compensation regardless of whether such amounts are includable
         in the gross income of the Employee when distributed except any amounts
         received by an Employee pursuant to an unfunded  non-qualified  plan to
         the extent  such  amounts  are  includable  in the gross  income of the
         Employee;  (2) amounts  realized  from the exercise of a  non-qualified
         stock option or when restricted stock (or property) held by an Employee
         either  becomes  freely  transferable  or is  no  longer  subject  to a
         substantial  risk of  forfeiture;  (3) amounts  realized from the sale,
         exchange or other disposition of stock acquired under a qualified stock
         option; and (4) other amounts which receive special tax benefits,  such
         as premiums for group term life  insurance (but only to the extent that
         the premiums are not  includable in the gross income of the  Employee),
         or  contributions  made by the Employer  (whether or not under a salary
         reduction  agreement)  towards the  purchase  of any  annuity  contract
         described in Code Section 403(b) (whether or not the  contributions are
         excludable from the gross income of the Employee).  For the purposes of
         this Section,  the determination of "415 Compensation" shall be made by
         not  including   amounts  that  would  otherwise  be  excluded  from  a
         Participant's  gross  income  by  reason  of the  application  of  Code
         Sections  125,  402(a)(8),  402(h)(1)(B)  and,  in the case of Employer
         contributions  made  pursuant  to a salary  reduction  agreement,  Code
         Section 403(b).

                  (e) For purposes of applying the  limitations  of Code Section
         415, the "limitation year" shall be the Plan Year.

                  (f) The  dollar  limitation  under Code  section  415(b)(1)(A)
         stated in paragraph (a)(1) above shall be adjusted annually as provided
         in Code  Section  415(d)  pursuant  to the  Regulations.  The  adjusted
         limitation  is effective as of January 1st of each calendar year and is
         applicable  to  "limitation  years" ending with or within that calendar
         year.

                  (g) For the purpose of this  Section,  all  qualified  defined
         benefit  plans  (whether  terminated  or not)  ever  maintained  by the
         Employer  shall  be  treated  as one  defined  benefit  plan,  and  all
         qualified defined  contribution plans (whether  terminated or not) ever
         maintained by the Employer shall be treated as one defined contribution
         plan.

                  (h) For the  purpose of this  Section,  if the  Employer  is a
         member of a controlled group of corporations trades or businesses under
         common  control (as  defined by Code  Section  1563(a) or Code  Section
         414(b) and (c) as modified by Code Section  415(h)),  is a member of an
         affiliated  service group (as defined by Code Section 414(m)),  or is a
         member of a group of  entities  required to be  aggregated  pursuant to
         Regulations under Code Section 414(o),  all Employees of such Employers
         shall be considered to be employed by a single Employer.

                  (i) For the  purpose of this  Section,  if this Plan is a Code
         Section 413(c) plan,  all Employers of a Participant  who maintain this
         Plan will be considered to be a single Employer.

                  (j) (1) If a Participant participates in more than one defined
         contribution  plan  maintained  by the  Employer  which have  different
         Anniversary Dates, the maximum "annual additions" under this Plan shall
         equal the maximum "annual  additions" for the  "limitation  year" minus
         any  "annual  additions"  previously  credited  to  such  Participant's
         accounts during the "limitation year".

                  (2)  If  a   Participant   participates   in  both  a  defined
                  contribution  plan  subject to Code  Section 412 and a defined
                  contribution  plan not subject to Code Section 412  maintained
                  by the Employer which have the same Anniversary Date,  "annual
                  additions"  will be  credited  to the  Participant's  accounts
                  under the defined  contribution  plan  subject to Code Section
                  412 prior to crediting "annual additions" to the Participant's
                  accounts  under the defined  contribution  plan not subject to
                  Code Section 412.

                  (3) If a  Participant  participates  in more than one  defined
                  contribution  plan not subject to Code Section 412  maintained
                  by the  Employer  which have the same  Anniversary  Date,  the
                  maximum  "annual  additions"  under this Plan shall  equal the
                  product  of  (A)  the  maximum  "annual   additions"  for  the
                  "limitation  year"  minus any  "annual  additions"  previously
                  credited under  subparagraphs (1) or (2) above,  multiplied by
                  (B) a  fraction  (i) the  numerator  of which  is the  "annual
                  additions"  which  would  be  credited  to such  Participant's
                  accounts under this Plan without regard to the  limitations of
                  Code  Section  415 and (ii) the  denominator  of which is such
                  "annual   additions"   for  all   plans   described   in  this
                  subparagraph.

                  (k) If an  Employee is (or has been) a  Participant  in one or
         more defined benefit plans and one or more defined  contribution  plans
         maintained  by  the  Employer,  the  sum of the  defined  benefit  plan
         fraction and the defined contribution plan fraction for any "limitation
         year" may not exceed 1.0.

                  (l) The defined  benefit  plan  fraction  for any  "limitation
         year"  is a  fraction,  the  numerator  of  which  is  the  sum  of the
         Participant's  projected  annual benefits under all the defined benefit
         plans (whether or not terminated)  maintained by the Employer,  and the
         denominator  of  which  is the  lesser  of 125  percent  of the  dollar
         limitation  determined  for the  "limitation  year" under Code Sections
         415(b) and (d) or 140  percent  of the  highest  average  compensation,
         including any adjustments under Code Section 415(b).

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

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

                  If the Employee was a  Participant  as of the end of the first
         day of the first  "limitation  year" beginning after December 31, 1986,
         in one or more defined  contribution  plans  maintained by the Employer
         which were in existence on May 6, 1986,  the numerator of this fraction
         will be adjusted if the sum of this  fraction  and the defined  benefit
         fraction would otherwise exceed 1.0 under the terms of this Plan. Under
         the adjustment, an amount equal to the product of (1) the excess of the
         sum of the  fractions  over  1.0  times  (2)  the  denominator  of this
         fraction,  will be  permanently  subtracted  from the numerator of this
         fraction.  The  adjustment  is  calculated  using the fractions as they
         would be computed as of the end of the last "limitation year" beginning
         before January 1, 1987, and  disregarding  any changes in the terms and
         conditions  of the Plan  made  after  May 6,  1986,  but using the Code
         Section  415  limitation  applicable  to the  first  "limitation  year"
         beginning  on or after  January 1i 1987.  The annual  addition  for any
         "limitation  year"  beginning  before  January  1,  1987  shall  not be
         recomputed to treat all Employee contributions as annual additions.

                  (n) Notwithstanding  the foregoing,  for any "limitation year"
         in which the Plan is a Top Heavy Plan,  100% shall be  substituted  for
         125% in Sections 4.7(l) and 4.7(m) unless the extra minimum  allocation
         is being provided pursuant to Section 4.4. However, for any "limitation
         year" in which  the  Plan is a Super  Top  Heavy  Plan,  100%  shall be
         substituted for 125% in any event.

                  (o) If the sum of the defined  benefit  plan  fraction and the
         defined  contribution plan fraction shall exceed 1.0 in any "limitation
         year" for any Participant in this Plan, the Administrator  shall adjust
         the  numerator of the defined  benefit plan fraction so that the sum of
         both fractions shall not exceed 1.0 in any  "limitation  year" for such
         Participant.

                  (p) Notwithstanding  anything contained in this Section to the
         contrary,   the   limitations,   adjustments  and  other   requirements
         prescribed  in  this  Section  shall  at  all  times  comply  with  the
         provisions  of Code  Section 415 and the  Regulations  thereunder,  the
         terms of which are specifically incorporated herein by reference.

4.8    ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
                  (a) If,  as a  result  of the  allocation  of  Forfeitures,  a
         reasonable  error in estimating a  Participant's  Compensation or other
         facts and  circumstances  to which  Regulation  1.415-6(b)(6)  shall be
         applicable,  the  "annual  additions"  under this Plan would  cause the
         maximum  "annual  additions"  to be exceeded for any  Participant,  the
         Administrator  shall (1) return any  voluntary  Employee  contributions
         credited for the "limitation  year" to the extent that the return would
         reduce the "excess amount" in the  Participant's  accounts (2) hold any
         "excess amount"  remaining  after the return of any voluntary  Employee
         contributions in a "Section 415 suspense  account" (3) use the "Section
         415 suspense  account" in the next  "limitation  year" (and  succeeding
         "limitation  years" if necessary) to reduce Employer  contributions for
         that  Participant if that  Participant is covered by the Plan as of the
         end of the "limitation  year", or if the Participant is not so covered,
         allocate and reallocate the "Section 415 suspense  account" in the next
         "limitation year" (and succeeding  "limitation  years" if necessary) to
         all   Participants   in  the  Plan  before  any  Employer  or  Employee
         contributions which would constitute "annual additions" are made to the
         Plan for such  "limitation  year" (4) reduce Employer  contributions to
         the Plan for such  "limitation  year" by the amount of the "Section 415
         suspense  account"  allocated and reallocated  during such  "limitation
         year".

                  (b) For  purposes  of this  Article,  "excess  amount" for any
         Participant for a "limitation  year" shall mean the excess,  if any, of
         (1) the "annual additions" which would be credited to his account under
         the terms of the Plan without regard to the limitations of Code Section
         415 over (2) the  maximum  "annual  additions"  determined  pursuant to
         Section 4.7.

                  (c)  For  purposes  of this  Section,  "Section  415  suspense
         account" shall mean an unallocated  account equal to the sum of "excess
         amounts" for all Participants in the Plan during the "limitation year".
         The "Section 415 suspense  account"  shall not share in any earnings or
         losses of the Trust Fund.

                  (d) The Plan may not distribute  "excess amounts",  other than
         voluntary   Employee   contributions,   to   Participants   or   Former
         Participants.

4.9    TRANSFERS FROM QUALIFIED PLANS

                  (a) With the  consent  of the  Administrator,  amounts  may be
         transferred from other qualified plans by Employees,  provided that the
         trust from which such funds are transferred  permits the transfer to be
         made and the transfer will not  jeopardize the tax exempt status of the
         Plan or Trust or create adverse tax consequences for the Employer.  The
         amounts  transferred  shall  be set up in a-  separate  account  herein
         referred to as a "Participant's  Rollover Account".  Such account shall
         be fully Vested at all times and shall not be subject to Forfeiture for
         any reason.

                  (b) Amounts in a Participant's  Rollover Account shall be held
         by the Trustee  pursuant to the  provisions of this Plan and may not be
         withdrawn by, or distributed to the  Participant,  in whole or in part,
         except as provided in Paragraphs (c) and (d) of this Section.

                  (c) Except as permitted by Regulations  (including  Regulation
         1.411(d)-4), amounts attributable to elective contributions (as defined
         in Regulation 1.401(k)-l(g)(4)),, including amounts treated as elective
         contributions,  which are transferred from another  qualified plan in a
         plan-to-plan transfer shall be subject to the distribution  limitations
         provided for in Regulation 1.401(k)-l(d).

                  (d) At Normal  Retirement  Date,  or such  other date when the
         Participant or his Beneficiary  shall be entitled to receive  benefits,
         the fair market value of the  Participant's  Rollover  Account shall be
         used  to  provide  additional   benefits  to  the  Participant  or  his
         Beneficiary.  Any  distributions  of  amounts  held in a  Participant's
         Rollover Account shall be made in a manner which is consistent with and
         satisfies the provisions of Section 6.5, including, but not limited to,
         all notice and consent  requirements of Code Section 411(a)(11) and the
         Regulations thereunder.  Furthermore,  such amounts shall be considered
         as  part  of  a  Participant's   benefit  in  determining   whether  an
         involuntary  cash-out of benefits  without  Participant  consent may be
         made.

                  (e) The Administrator may direct that employee  transfers made
         after a valuation date be segregated  into a separate  account for each
         Participant  in a federally  insured  savings  account,  certificate of
         deposit  in a bank  or  savings  and  loan  association,  money  market
         certificate,  or other  short  term  debt  security  acceptable  to the
         Trustee until such time as the  allocations  pursuant to this Plan have
         been made,  at which time they may remain  segregated or be invested as
         part of the general Trust Fund, to be determined by the Administrator.

                  (f) All amounts allocated to a Participant's  Rollover Account
         may be treated as a Directed  Investment  Account  pursuant  to Section
         4.11.

                  (g) For purposes of this  Section,  the term  qualified  plan"
         shall mean any tax qualified plan under Code Section  401(a).  The term
         "amounts  transferred  from other  qualified  plans"  shall  mean:  (i)
         amounts  transferred to this Plan directly from another qualified plan;
         (ii)  lump-sum  distributions  received  by an  Employee  from  another
         qualified  plan which are eligible for tax free rollover to a qualified
         plan and which are  transferred  by the  Employee  to this Plan  within
         sixty  (60)  days   following  his  receipt   thereof;   (iii)  amounts
         transferred to this Plan from a conduit  individual  retirement account
         provided that the conduit  individual  retirement account has no assets
         other than assets which (A) were previously distributed to the Employee
         by another qualified plan as a lump- sum distribution (B) were eligible
         for  tax-free  rollover to a qualified  plan and (C) were  deposited in
         such conduit  individual  retirement  account within sixty (60) days of
         receipt  thereof  and other  than  earnings  on said  assets;  and (iv)
         amounts   distributed  to  the  Employee  from  a  conduit   individual
         retirement  account meeting the requirements of clause (iii) above, and
         transferred  by the Employee to this Plan within sixty (60) days of his
         receipt thereof from such conduit individual retirement account.

                  (h) Prior to  accepting  any  transfers  to which this Section
         applies,  the  Administrator may require the Employee to establish that
         the amounts to be  transferred  to this Plan meet the  requirements  of
         this Section and may also require the Employee to provide an opinion of
         counsel satisfactory to the Employer that the amounts to be transferred
         meet the requirements of this Section.

                  (i)  This  Plan  shall  not  accept  any  direct  or  indirect
         transfers (as that term is defined and  interpreted  under Code Section
         401(a)(11) and the Regulations thereunder) from a defined benefit plan,
         money purchase plan  (including a target benefit plan),  stock bonus or
         profit  sharing  plan which would  otherwise  have  provided for a life
         annuity form of payment to the Participant.

                  (j)  Notwithstanding   anything  herein  to  the  contrary,  a
         transfer  directly  to this  Plan  from  another  qualified  plan (or a
         transaction  having  the  effect  of  such a  transfer)  shall  only be
         permitted if it will not result in the  elimination or reduction of any
         "Section 411(d)(6) protected benefit" as described in Section 8.1.

4.10   VOLUNTARY CONTRIBUTIONS
                  (a) Any voluntary  Employee  contributions  prior to the first
         day of the Plan Year  beginning  in 1987  shall be  maintained  in each
         Participant's  Voluntary  Contribution  Account.  The  balance  in each
         Participant's  Voluntary  Contribution Account shall be fully Vested at
         all times and shall not be subject to Forfeiture for any reason.

                  (b)  A  Participant   may  elect  to  withdraw  his  voluntary
         contributions  from his Voluntary  Contribution  Account and the actual
         earnings thereon in a manner which is consistent with and satisfies the
         provisions  of Section 6.5,  including,  but not limited to, all notice
         and consent requirements of Code Section 411(a)(11) and the Regulations
         thereunder. If the Administrator maintains sub-accounts with respect to
         voluntary  contributions  (and earnings  thereon) which were made on or
         before a specified date, a Participant  shall be permitted to designate
         which sub-account shall be the source for his withdrawal.

                  (c) At Normal  Retirement  Date,  or such  other date when the
         Participant or his Beneficiary  shall be entitled to receive  benefits,
         the fair market value of the  Voluntary  Contribution  Account shall be
         used  to  provide  additional   benefits  to  the  Participant  or  his
         Beneficiary.

                  (d) All amounts allocated to a Voluntary  Contribution Account
         may be treated as a Directed  Investment  Account  pursuant  to Section
         4.11.

4.11   DIRECTED INVESTMENT ACCOUNT
                  (a) The Administrator,  in his sole discretion,  may determine
         that all  Participants  be  permitted  to direct the  Trustee as to the
         investment  of all or a portion of the  interest  in any one or more of
         their individual  account balances.  If such  authorization is given by
         the Administrator, Participants may, subject to a procedure established
         and applied in a uniform  nondiscriminatory  manner, direct the Trustee
         in writing to invest any portion of their account in specific assets or
         other investments permitted under the Plan. That portion of the account
         of any Participant so directing will thereupon be considered a Directed
         Investment Account, which shall not share in Trust Fund earnings.

                  (b)  A  separate   Directed   Investment   Account   shall  be
         established  for  each  Participant  who has  directed  an  investment.
         Transfers  between the  Participant's  regular account and his Directed
         Investment  Account shall be charged and credited as the case may be to
         each account.  The Directed Investment Account shall not share in Trust
         Fund earnings,  but it shall be charged or credited as appropriate with
         the  net  earnings,   gains,   losses  and  expenses  as  well  as  any
         appreciation  or  depreciation  in market  value  during each Plan Year
         attributable to such account.

                                    ARTICLE V
                                   VALUATIONS

5.1    VALUATION OF THE TRUST FUND
         The  Administrator  shall  direct the Trustee,  as of each  Anniversary
Date,  and at such other date or dates deemed  necessary  by the  Administrator,
herein  called  "valuation   date"  to  determine  the net  worth of the  assets
comprising the Trust Fund as it exists on the  "valuation  date" prior to taking
into  consideration  any  contribution  to be allocated  for that Plan Year.  In
determining  such net worth,  the Trustee shall value the assets  comprising the
Trust  Fund at their  fair  market  value as of the  "valuation  date" and shall
deduct all  expenses  for which the Trustee has not yet  obtained  reimbursement
from the Employer or the Trust Fund.

5.2    METHOD OF VALUATION
         In  determining  the fair market value of securities  held in the Trust
Fund which are listed on a registered stock exchange,  the  Administrator  shall
direct the Trustee to value the same at the prices they were last traded on such
exchange  preceding  the close of  business  on the  "valuation  date".  If such
securities were not traded on the "valuation  date", or if the exchange on which
they are traded was not open for  business  on the  "valuation  date",  then the
securities shall be valued at the prices at which they were last traded prior to
the  "valuation  date".  Any unlisted  security  held in the Trust Fund shall be
valued at its bid price next  preceding the close of business on the  "valuation
date",  which  bid  price  shall be  obtained  from a  registered  broker  or an
investment  banker.  In  determining  the fair market value of assets other than
securities  for which  trading or bid prices can be  obtained,  the  Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that  purpose  and  rely on the  values  established  by such  appraiser  or
appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1    DETERMINATION OF BENEFITS UPON RETIREMENT
         Every  Participant  may terminate his employment  with the Employer and
retire for the purposes hereof on his Normal Retirement Date or Early Retirement
Date.  Upon such Normal  Retirement Date or Early  Retirement  Date, all amounts
credited to such  Participant's  Combined  Account  shall become  distributable.
However,  a Participant  may postpone the termination of his employment with the
Employer to a later date, in which event the  participation  of such Participant
in the Plan, including the right to receive allocations pursuant to Section 4.4,
shall continue until his Late Retirement  Date. Upon a Participant's  Retirement
Date, or as soon thereafter as is practicable,  the Trustee shall distribute all
amounts  credited to such  Participant's  Combined  Account in  accordance  with
Section 6.5.

6.2    DETERMINATION OF BENEFITS UPON DEATH
                  (a) Upon the death of a Participant before his Retirement Date
         or other  termination of his employment,  all amounts  credited to such
         Participant's   Combined   Account  shall  become  fully  Vested.   The
         Administrator   shall  direct  the  Trustee,  in  accordance  with  the
         provisions  of  Sections  6.6 and 6.7, to  distribute  the value of the
         deceased Participant's accounts to the Participant's Beneficiary.

                  (b) Upon the death of a Former Participant,  the Administrator
         shall direct the Trustee, in accordance with the provisions of Sections
         6.6 and 6.7,  to  distribute  any  remaining  amounts  credited  to the
         accounts of a deceased Former Participant to such Former  Participant's
         Beneficiary-

                  (c) Any  security  interest  held by the Plan by  reason of an
         outstanding  loan to the  Participant  or Former  Participant  shall be
         taken into account in determining the amount of the death benefit.

                  (d) The  Administrator  may require such proper proof of death
         and such evidence of the right of any person to receive  payment of the
         value of the account of a deceased Participant or Former Participant as
         the Administrator may deem desirable. The Administrator's determination
         of death and of the right of any  person to  receive  payment  shall be
         conclusive.

                  (e) The Beneficiary of the death benefit  payable  pursuant to
         this Section shall be the Participant's  spouse.  Except,  however, the
         Participant may designate a Beneficiary other than his spouse if:

                  (1) the spouse  has  waived the right to be the  Participant's
                  Beneficiary, or

                  (2) the Participant is legally separated or has been abandoned
                  (within  the meaning of local law) and the  Participant  has a
                  court  order  to  such  effect  (and  there  is no  "qualified
                  domestic  relations  order" as defined in Code Section  414(p)
                  which provides otherwise), or

                  (3) the Participant has no spouse, or

                  (4) the spouse cannot be located.

                      In  such event, the designation of a Beneficiary  shall be
         made on a form satisfactory to the Administrator.  A Participant may at
         any  time  revoke  his  designation  of a  Beneficiary  or  change  his
         Beneficiary by filing written notice of such  revocation or change with
         the Administrator. However, the Participant's spouse must again consent
         in writing to any change in  Beneficiary  unless the  original  consent
         acknowledged  that the spouse had the right to limit  consent only to a
         specific  Beneficiary  and  that  the  spouse  voluntarily  elected  to
         relinquish such right. In the event no valid designation of Beneficiary
         exists at the time of the Participant's  death, the death benefit shall
         be payable to his estate.

                  (f) Any  consent  by the  Participant's  spouse  to waive  any
         rights to the death benefit must be in writing,  must  acknowledge  the
         effect of such waiver,  and be witnessed by a Plan  representative or a
         notary public.  Further,  the spouse's  consent must be irrevocable and
         must acknowledge the specific nonspouse Beneficiary.

6.3    DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
         In the event of a Participant's Total and Permanent Disability prior to
his Retirement Date or other termination of his employment, all amounts credited
to such  Participant's  Combined Account shall become fully Vested. In the event
of a Participant's  Total and Permanent  Disability,  the Trustee, in accordance
with  the  provisions  of  sections  6.5  and  6.7,  shall  distribute  to  such
Participant  all amounts  credited  to such  Participant's  Combined  Account as
though he had retired.

6.4    DETERMINATION OF BENEFITS UPON TERMINATION
                  (a) On or  before  the  Anniversary  Date  coinciding  with or
         subsequent to the  termination  of a  Participant's  employment for any
         reason other than death, Total and Permanent  Disability or retirement,
         the Administrator may direct the Trustee to segregate the amount of the
         Vested portion of such Terminated  Participant's  Combined  Account and
         invest the aggregate  amount thereof in a separate,  federally  insured
         savings  account,  certificate of deposit,  common or collective  trust
         fund of a bank or a deferred  annuity.  In the event the Vested portion
         of a Participant's Combined Account is not segregated, the amount shall
         remain in a separate  account for the Terminated  Participant and share
         in   allocations   pursuant  to  Section  4.4  until  such  time  as  a
         distribution is made to the Terminated Participant.

                      In the event  that the  amount of the  Vested  portion  of
         the  Terminated  Participant's  Combined  Account equals or exceeds the
         fair market value of any  insurance  contracts,  the  Trustee,  when so
         directed  by  the   Administrator  and  agreed  to  by  the  Terminated
         Participant,  shall assign,  transfer,  and set over to such Terminated
         Participant  all  Contracts  on his  life  in such  form  or with  such
         endorsements  so that the  settlement  options and forms of payment are
         consistent  with the  provisions  of Section 6.5. In the event that the
         Terminated  Participant's  Vested  portion  does not at least equal the
         fair market value of the Contracts,  if any, the Terminated Participant
         may pay over to the  Trustee  the sum  needed to make the  distribution
         equal to the value of the Contracts being assigned or  transferred,  or
         the Trustee,  pursuant to the  Participant's  election,  may borrow the
         cash value of the  Contracts  from the insurer so that the value of the
         Contracts   is  equal  to  the  Vested   portion   of  the   Terminated
         Participant's  Account and then assign the Contracts to the  Terminated
         Participant.

                      Distribution of the funds due to a Terminated  Participant
         shall be made on the  occurrence  of an event which would result in the
         distribution had the Terminated  Participant  remained in the employ of
         the  Employer  (upon  the  Participant's  death,  Total  and  Permanent
         Disability,  Early or Normal  Retirement).  However, at the election of
         the Participant,  the  Administrator  shall direct the Trustee to cause
         the entire  Vested  portion of the  Terminated  Participant's  Combined
         Account to be payable to such Terminated Participant.  Any distribution
         under this paragraph shall be made in a manner which is consistent with
         and satisfies the provisions of Section 6.5, including, but not limited
         to, all notice and consent  requirements of Code Section 411(a)(11) and
         the Regulations thereunder.

                      If  the value of a Terminated Participant's Vested benefit
         derived from Employer and Employee contributions does not exceed $3,500
         and has never  exceeded  $3,500 at the time of any prior  distribution,
         the  Administrator  shall direct the Trustee to cause the entire Vested
         benefit to be paid to such Participant in a single lump sum.

                      For  purposes  of  this  Section  6.4,  if  the value of a
         Terminated   Participant's  Vested  benefit  is  zero,  the  Terminated
         Participant  shall be deemed to have  received a  distribution  of such
         Vested benefit.

                  (b) The Vested portion of any Participant's Account shall be a
         percentage of the total amount  credited to his  Participant's  Account
         determined on the basis of the Participant's number of Years of Service
         according to the following schedule:

                        Vesting Schedule
              Years of Service          Percentage

                     3                    20%
                     4                    40%
                     5                    60%
                     6                    80%
                     7                   100%

                  (c)  Notwithstanding the vesting provided for in paragraph (b)
         above,  for  any  Top  Heavy  Plan  Year,  the  Vested  portion  of the
         Participant's  Account  of any  Participant  who has an Hour of Service
         after the Plan  becomes  top heavy shall be a  percentage  of the total
         amount credited to his Participant's Account determined on the basis of
         the Participant's number of Years of Service according to the following
         schedule:

                        Vesting Schedule
              Years of Service          Percentage

                     2                    20%
                     3                    40%
                     4                    60%
                     5                    80%
                     6                   100%

                     If in any subsequent Plan Year, the Plan ceases to be a Top
         Heavy Plan, the  Administrator  shall revert to the vesting schedule in
         effect  before this Plan became a Top Heavy  Plan.  Any such  reversion
         shall be treated as a Plan amendment pursuant to the terms of the Plan.

                  (d)  Notwithstanding  the  vesting  schedule  above,  upon the
         complete discontinuance of the Employer's  contributions to the Plan or
         upon any full or partial  termination of the Plan, all amounts credited
         to the account of any affected Participant shall become 100% Vested and
         shall not thereafter be subject to Forfeiture.

                  (e)  The   computation  of  a   Participant's   nonforfeitable
         percentage  of his  interest  in the Plan  shall not be  reduced as the
         result of any  direct or  indirect  amendment  to this  Plan.  For this
         purpose,  the Plan shall be treated as having been  amended if the Plan
         provides  for an  automatic  change in  vesting  due to a change in top
         heavy status. In the event that the Plan is amended to change or modify
         any vesting  schedule,  a Participant  with at least three (3) Years of
         Service as of the expiration  date of the election  period may elect to
         have his  nonforfeitable  percentage  computed  under the Plan  without
         regard to such amendment. If a Participant fails to make such election,
         then such Participant shall be subject to the new vesting schedule. The
         Participant's  election  period shall  commence on the adoption date of
         the amendment and shall end 60 days after the latest of:

                  (1) the adoption date of the amendment,

                  (2) the effective date of the amendment, or

                  (3) the date the  Participant  receives  written notice of the
                  amendment from the Employer or Administrator.

                  (f) (1) If any Former  Participant  shall be reemployed by the
         Employer before a 1- Year Break in Service occurs, he shall continue to
         participate in the Plan in the same manner as if such  termination  had
         not occurred.

                  (2) If any  Former  Participant  shall  be  reemployed  by the
                  Employer before five (5) consecutive 1-Year Breaks in Service,
                  and such Former  Participant  had  received,  or was deemed to
                  have received,  a distribution  of his entire Vested  interest
                  prior to his  reemployment,  his  forfeited  account  shall be
                  reinstated  only if he repays the full amount  distributed  to
                  him before the  earlier of five (5) years after the first date
                  on which the  Participant  is  subsequently  reemployed by the
                  Employer  or the  close  of the,  first  period  of  five  (5)
                  consecutive  1-Year.  Breaks in service  commencing after the,
                  distribution,  or in  the event of a deemed distribution, upon
                  the reemployment of such Former Participant. If a distribution
                  occurs for any reason  other than a separation  from  service,
                  the time for repayment may not end earlier than five (5) years
                  after  the  date  of  separation.  In  the  event  the  Former
                  Participant does repay the full amount  distributed to him, or
                  in the  event  of a  deemed  distribution,  the  undistributed
                  portion of the Participant's Account must be restored in full,
                  unadjusted by any gains or losses occurring  subsequent to the
                  Anniversary  Date or other  valuation date  coinciding with or
                  preceding his termination.  The source for such  reinstatement
                  shall first be any Forfeitures  occurring  during the year. If
                  such  source  is   insufficient,   then  the  Employer   shall
                  contribute  an amount which is  sufficient to restore any such
                  forfeited Accounts provided,  however, that if a discretionary
                  contribution is made for such year pursuant to Section 4.1(d),
                  such  contribution  shall first be applied to restore any such
                  Accounts and the  remainder  shall be allocated in  accordance
                  with Section 4.4.

                  (3) If any Former  Participant  is  reemployed  after a 1-Year
                  Break in service has occurred,  Years of Service shall include
                  Years of Service prior to his 1-Year Break in Service  subject
                  to the following rules:

                     (i) If a Former  Participant has a 1-Year Break in service,
                     his  pre-break  and  post-break  service  shall be used for
                     computing  Years of Service for eligibility and for vesting
                     purposes  only after he has been  employed for one (1) Year
                     of Service  following the date of his reemployment with the
                     Employer;

                     (ii) Any  Former  Participant  who  under the Plan does not
                     have a  nonforfeitable  right to any  interest  in the Plan
                     resulting  from Employer  contributions  shall lose credits
                     otherwise  allowable  under  (i)  above if his  consecutive
                     1-Year Breaks in Service equal or exceed the greater of (A)
                     five (5) or (B) the aggregate number of his pre-break Years
                     of Service;

                     (iii) After five (5) consecutive  1-Year Breaks in Service,
                     a Former  Participant's Vested Account balance attributable
                     to pre-break  service shall not be increased as a result of
                     post-break service;

                     (iv) If a Former  Participant  who has not had his Years of
                     Service  before  a  1-Year  Break  in  Service  disregarded
                     pursuant  to (ii) above  completes  one (1) Year of Service
                     for eligibility  purposes  following his reemployment  with
                     the   Employer,   he   shall   participate   in  the   Plan
                     retroactively from his date of reemployment;

                     (v) If a Former  Participant  who has not had his  Years of
                     Service  before  a  1-Year  Break  in  Service  disregarded
                     pursuant  to (ii)  above  completes  a Year of  Service  (a
                     1-Year Break in Service previously occurred, but employment
                     had not  terminated),  he  shall  participate  in the  Plan
                     retroactively  from the first  day of the Plan Year  during
                     which he completes one (1) Year of Service.

6.5    DISTRIBUTION OF BENEFITS
                  (a)  The  Administrator,  pursuant  to  the  election  of  the
         Participant, shall direct the Trustee to distribute to a Participant or
         his  Beneficiary  any amount to which he is entitled  under the Plan in
         one lump-sum payment in cash or in property.

                  (b) Any distribution  to a Participant who has a benefit which
         exceeds,  or has  ever  exceeded,  $3,500  at  the  time  of any  prior
         distribution   shall  require  such   Participant's   consent  if  such
         distribution  occurs prior to the later of his Normal Retirement Age or
         age 62. With regard to this required consent:

                  (1) The  Participant  must be  informed  of his right to defer
                  receipt  of  the  distribution.  If  a  Participant  fails  to
                  consent,   it  shall  be  deemed  an  election  to  defer  the
                  distribution  of any benefit.  However,  any election to defer
                  the  receipt  of  benefits  shall not apply  with  respect  to
                  distributions which are required under Section 6.5(c).

                  (2) Notice of the rights  specified under this paragraph shall
                  be  provided  no less  than 30 days  and no more  than 90 days
                  before the first day on which all events have  occurred  which
                  entitle the Participant to such benefit.

                  (3) Written  consent of the  Participant  to the  distribution
                  must not be made before the  Participant  receives  the notice
                  and must not be made more than 90 days before the first day on
                  which all events have occurred  which entitle the  Participant
                  to such benefit.

                  (4) No consent  shall be valid if a  significant  detriment is
                  imposed under the Plan on any Participant who does not consent
                  to the distribution.

                  (c) Notwithstanding any provision in the Plan to the contrary,
         the  distribution  of  a  Participant's   benefits shall   be  made  in
         accordance with the following  requirements  and shall otherwise comply
         with Code Section 401(a)(9) and the Regulations  thereunder  (including
         Regulation  1.401(a)(9)-2),  the  provisions of which are  incorporated
         herein by reference:

                  (1) A  Participant's  benefits shall be distributed to him not
                  later than April 1st of the calendar year  following the later
                  of (i) the calendar year in which the Participant  attains age
                  70 1/2 or (ii)  the  calendar  year in which  the  Participant
                  retires,  provided,  however,  that this clause (ii) shall not
                  apply in the case of a Participant  who is a "five (5) percent
                  owner" at any time during the five (5) Plan Year period ending
                  in the calendar year in which he attains age 70 1/2 or, in the
                  case of a Participant  who becomes a "five (5) percent  owner"
                  during any subsequent  Plan Year,  clause (ii) shall no longer
                  apply and the required  beginning  date shall be the April 1st
                  of the calendar year following the calendar year in which such
                  subsequent  Plan Year  ends.  Notwithstanding  the  foregoing,
                  clause  (ii) above shall not apply to any  Participant  unless
                  the Participant had attained age 70 1/2 before January 1, 1988
                  and was not a "five (5) percent  owner" at any time during the
                  Plan Year ending with or within the calendar year in which the
                  Participant attained age 66 1/2 or any subsequent Plan Year.

                  (2) Distributions to a Participant and his Beneficiaries shall
                  only be made in accordance  with the incidental  death benefit
                  requirements of Code Section  401(a)(9)(G) and the Regulations
                  thereunder.

                  (d)  All   annuity   Contracts   under   this  Plan  shall  be
         non-transferable  when  distributed.  Furthermore,  the  terms  of  any
         annuity  Contract  purchased and distributed to a Participant or spouse
         shall comply with all of the requirements of the Plan.

                  (e) If a distribution  is made at a time when a Participant is
         not fully Vested in his  Participant's  Account and the Participant may
         increase the Vested percentage in such account:

                  (1)  a  separate   account  shall  be   established   for  the
                  Participant's  interest  in the  Plan  as of the  time  of the
                  distribution; and

                  (2) at any relevant time, the Participant's  Vested portion of
                  the  separate  account  shall  be equal  to  an  amount  ("X")
                  determined by the formula:

                        X equals P(AB plus (R x D)) - (R x D)

                  For  purposes  of  applying  the  formula:  P  is  the  Vested
                  percentage at the relevant time, AB is the account  balance at
                  the relevant time, D is the amount of  distribution,  and R is
                  the ratio of the account  balance at the relevant  time to the
                  account balance after distribution.

6.6    DISTRIBUTION OF BENEFITS UPON DEATH
                  (a) The death benefit payable pursuant to Section 6.2 shall be
         paid to the  Participant's  Beneficiary in one lump-sum payment in cash
         or in property subject to the rules of Section 6.6(b).

                  (b) Notwithstanding any provision in the Plan to the contrary,
         distributions  upon  the  death  of a  Participant  shall  be  made  in
         accordance with the following  requirements  and shall otherwise comply
         with Code Section  401(a)(9) and the Regulations  thereunder.  If it is
         determined   pursuant  to  Regulations   that  the  distribution  of  a
         Participant's  interest has begun and the  Participant  dies before his
         entire interest has been  distributed to him, the remaining  portion of
         such  interest  shall be  distributed  at least as rapidly as under the
         method of distribution  selected pursuant to Section 6.5 as of his date
         of death.  If a  Participant  dies  before he has begun to receive  any
         distributions  of his interest  under the Plan or before  distributions
         are  deemed  to have  begun  pursuant  to  Regulations,  then his death
         benefit shall be distributed to his  Beneficiaries  by December 31st of
         the calendar year in which the fifth  anniversary  of his date of death
         occurs.

6.7    TIME OF SEGREGATION OR DISTRIBUTION
         Except as limited by Sections  6.5 and 6.6,  whenever the Trustee is to
make a distribution  on or as of an Anniversary  Date, the  distribution  may be
made on such date or as soon thereafter as is practicable, but in no event later
than 180 days after the Anniversary Date.  However,  unless a Former Participant
elects in writing to defer the receipt of benefits (such election may not result
in a death benefit that is more than incidental),  the payment of benefits shall
occur not later  than the 60th day after the close of the Plan Year in which the
latest of the following  events  occurs:  (a) the date on which the  Participant
attains the earlier of age 65 or the Normal Retirement Age specified herein; (b)
the  10th   anniversary  of  the  year  in  which  the   Participant   commenced
participation  in the  Plan;  or (c) the date  the  Participant  terminates  his
service with the Employer.

6.8    DISTRIBUTION FOR MINOR BENEFICIARY
         In the  event  a  distribution  is to be  made  to a  minor,  then  the
Administrator  may direct that such  distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary  maintains his residence,  or to the custodian for such  Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said  Beneficiary  resides.  Such a payment to
the legal  guardian,  custodian  or parent of a minor  Beneficiary  shall  fully
discharge  the Trustee,  Employer,  and Plan from  further  liability on account
thereof.

6.9    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
         In the event that all, or any portion, of the distribution payable to a
Participant  or  his   Beneficiary   hereunder   shall,  at  the  later  of  the
Participant's  attainment of age 62 or his Normal  Retirement Age, remain unpaid
solely  by  reason  of the  inability  of the  Administrator,  after  sending  a
registered  letter,  return receipt  requested,  to the last known address,  and
after further  diligent effort to ascertain the whereabouts of such  Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant  to the Plan.  In the event a  Participant  or  Beneficiary  is located
subsequent to his benefit being reallocated, such benefit shall be restored.

6.10   ADVANCE DISTRIBUTION FOR HARDSHIP
                  (a) The  Administrator,  at the  election of the  Participant,
         shall direct the Trustee to  distribute to any  Participant  in any one
         Plan  Year  up to the  lesser  of 100%  of his  Participant's  Elective
         Account valued as of the last  Anniversary Date or other valuation date
         or the amount  necessary to satisfy the immediate  and heavy  financial
         need of the Participant. Any distribution made pursuant to this Section
         shall be  deemed to be made as of the first day of the Plan Year or, if
         later,   the  valuation   date   immediately   preceding  the  date  of
         distribution,  and the Participant's  Elective Account shall be reduced
         accordingly.  Withdrawal under this Section shall be authorized only if
         the distribution is on account of:

                  (1) Medical expenses described in Code Section 213(d) incurred
                  by the Participant,  his spouse,  or any of his dependents (as
                  defined in Code Section 152);

                  (2) The purchase  (excluding mortgage payments) of a principal
                  residence for the Participant;

                  (3)  Payment of tuition  for the next  semester  or quarter of
                  post-secondary  education  for the  Participant,  his  spouse,
                  children, or dependents; or

                  (4) The need to prevent the eviction of the  Participant  from
                  his principal  residence or foreclosure on the mortgage of the
                  Participant's principal residence.

                  (b) No such distribution  shall be made from the Participant's
         Account until such Account has become fully Vested.

                  (c) No  distribution  shall be made  pursuant to this  Section
         unless the Administrator,  based upon the Participant's  representation
         and such other facts as are known to the Administrator, determines that
         all of the following conditions are satisfied:

                  (1) The  distribution  is not in excess  of the  amount of the
                  immediate and heavy financial need of the Participant;

                  (2) The Participant has obtained all distributions, other than
                  hardship  distributions,  and all nontaxable  loans  currently
                  available under all plans maintained by the Employer;

                  (3) The Plan, and all other plans  maintained by the Employer,
                  provide  that  the   Participant's   elective   deferrals  and
                  voluntary  Employee  contributions  will be  suspended  for at
                  least  twelve  (12)  months  after  receipt  of  the  hardship
                  distribution; and

                  (4) The Plan, and all other plans  maintained by the Employer,
                  provide that the Participant  may not make elective  deferrals
                  for the Participant's  taxable year immediately  following the
                  taxable  year of the  hardship  distribution  in excess of the
                  applicable  limit  under  Code  Section  402(g)  for such next
                  taxable  year less the amount of such  Participant's  elective
                  deferrals for the taxable year of the hardship distribution.

                  (d)   Notwithstanding   the  above,   distributions  from  the
         Participant's  Elective  Account  pursuant  to this  Section  shall  be
         limited solely to the Participant's Deferred Compensation.

                  (e) Any  distribution  made  pursuant to this Section shall be
         made in a manner which is consistent  with and satisfies the provisions
         of Section 6.5,  including,  but not limited to, all notice and consent
         requirements of Code Section 411(a)(11) and the Regulations thereunder.

6.11   LIMITATIONS ON BENEFITS AND DISTRIBUTIONS
         All rights and benefits, including elections, provided to a Participant
in this Plan shall be subject to the rights  afforded to any  "alternate  payee"
under a "qualified domestic relations order." Furthermore,  a distribution to an
"alternate  payee" shall be permitted if such  distribution  is  authorized by a
"qualified  domestic relations order," even if the affected  Participant has not
reached the "earliest  retirement  age" under the Plan. For the purposes of this
Section,  "alternate payee," "qualified  domestic relations order" and "earliest
retirement age" shall have the meaning set forth under Code Section 414(p).

                                   ARTICLE VII
                                     TRUSTEE

7.1    BASIC RESPONSIBILITIES OF THE TRUSTEE
         The Trustee shall have the following categories of responsibilities:

                  (a) Consistent with the "funding policy and method" determined
         by the  Employer,  to  invest,  manage,  and  control  the Plan  assets
         subject,  however,  to the  direction of an  Investment  Manager if the
         Trustee  should  appoint  such  manager  as to all or a portion  of the
         assets of the Plan;

                  (b) At the  direction  of the  Administrator,  to pay benefits
         required under the Plan to be paid to Participants, or, in the event of
         their death, to their Beneficiaries;

                  (c) To maintain  records of  receipts  and  disbursements  and
         furnish  to the  Employer  and/or  Administrator  for each  Plan Year a
         written annual report per Section.7.7; and

                  (d) If there shall be more than one Trustee, they shall act by
         a majority of their  number,  but may  authorize one or more of them to
         sign papers on their behalf.

7.2    INVESTMENT POWERS AND DUTIES OF THE TRUSTEE
                  (a) The Trustee  shall  invest and  reinvest the Trust Fund to
         keep the Trust Fund invested without  distinction between principal and
         income and in such securities or property,  real or personal,  wherever
         situated,  as the  Trustee  shall deem  advisable,  including,  but not
         limited to, stocks,  common or preferred,  bonds and other evidences of
         indebtedness or ownership, and real estate or any interest therein. The
         Trustee  shall at all times in  making  investments  of the Trust  Fund
         consider,  among other factors, the short and long-term financial needs
         of the Plan on the basis of information  furnished by the Employer.  In
         making  such  investments,  the  Trustee  shall  not be  restricted  to
         securities or other property of the character  expressly  authorized by
         the applicable law for trust  investments;  however,  the Trustee shall
         give due  regard to any  limitations  imposed by the Code or the Act so
         that at all times the Plan may  qualify as a qualified  Profit  Sharing
         Plan and Trust.

                  (b) The Trustee may employ a bank or trust company pursuant to
         the terms of its usual and customary bank agency agreement, under which
         the  duties  of such  bank or trust  company  shall be of a  custodial,
         clerical and record-keeping nature.

                  (c) The  Trustee may from time to time with the consent of the
         Employer  transfer  to a  common,  collective,  or  pooled  trust  fund
         maintained by any corporate Trustee hereunder,  all or such part of the
         Trust Fund as the Trustee may deem  advisable,  and such part or all of
         the Trust  Fund so  transferred  shall be  subject to all the terms and
         provisions  of the  common,  collective,  or pooled  trust  fund  which
         contemplate  the  commingling  for  investment  purposes  of such trust
         assets with trust assets of other trusts. The Trustee may, from time to
         time with the  consent  of the  Employer,  withdraw  from such  common,
         collective,  or pooled trust fund all or such part of the Trust Fund as
         the Trustee may deem advisable.

                  (d) The Trustee, at the direction of the Administrator,  shall
         ratably  apply for,  own, and pay premiums on Contracts on the lives of
         the  Participants.  If a life insurance policy is to be purchased for a
         Participant, the aggregate premium for ordinary life insurance for each
         Participant must be less than 50% of the aggregate of the contributions
         and  Forfeitures  to the credit of the  Participant  at any  particular
         time.  If term  insurance is  purchased  with such  contributions,  the
         aggregate premium must be less than 25% of the aggregate  contributions
         and Forfeitures allocated to a Participant's  Combined Account. If both
         term  insurance  and ordinary life  insurance  are purchased  with such
         contributions,  the amount expended for term insurance plus one-half of
         the premium for ordinary life insurance may not in the aggregate exceed
         25% of the  aggregate  contributions  and  Forfeitures  allocated  to a
         Participant's  Combined  Account.  The Trustee  must convert the entire
         value of the life insurance contracts at or before retirement into cash
         or provide  for a periodic  income so that no portion of such value may
         be used to continue life insurance  protection  beyond  retirement,  or
         distribute  the  Contracts  to the  Participant.  In the  event  of any
         conflict  between the terms of this Plan and the terms of any insurance
         Contract purchased hereunder, the Plan provisions shall control.

7.3    OTHER POWERS OF THE TRUSTEE
         The  Trustee,  in addition to all powers and  authorities  under common
law, statutory  authority,  including the Act, and other provisions of the Plan,
shall  have  the  following  powers  and  authorities,  to be  exercised  in the
Trustee's sole discretion:

                  (a) To purchase,  or subscribe  for, any  securities  or other
         property and to retain the same.  In  conjunction  with the purchase of
         securities, margin accounts may be opened and maintained;

                  (b) To sell,  exchange,  convey,  transfer,  grant  options to
         purchase, or otherwise dispose of any securities or other property held
         by the Trustee,  by private  contract or at public  auction.  No person
         dealing with the Trustee  shall be bound to see to the  application  of
         the purchase  money or to inquire  into the  validity,  expediency,  or
         propriety  of any  such  sale or  other  disposition,  with or  without
         advertisement;

                  (c) To vote upon any stocks,  bonds, or other  securities;  to
         give general or special  proxies or powers of attorney  with or without
         power  of   substitution;   to  exercise  any  conversion   privileges,
         subscription  rights  or  other  options,  and  to  make  any  payments
         incidental   thereto;  to  oppose,  or  to  consent  to,  or  otherwise
         participate in, corporate  reorganizations  or other changes  affecting
         corporate securities,  and to delegate discretionary powers, and to pay
         any  assessments or charges in connection  therewith;  and generally to
         exercise any of the powers of an owner with  respect to stocks,  bonds,
         securities, or other property;

                  (d) To cause any securities or other property to be registered
         in the  Trustee's  own  name  or in the  name  of  one or  more  of the
         Trustee's nominees, and to hold any investments in bearer form, but the
         books and records of the Trustee  shall at all times show that all such
         investments are part of the Trust Fund;

                  (e) To borrow or raise  money for the  purposes of the Plan in
         such amount,  and upon such terms and conditions,  as the Trustee shall
         deem advisable; and for any sum so borrowed, to issue a promissory note
         as Trustee, and to secure the repayment thereof by pledging all, or any
         part,  of the Trust Fund;  and no person  lending  money to the Trustee
         shall  be  bound  to see to the  application  of the  money  lent or to
         inquire into the validity, expediency, or propriety of any borrowing;

                  (f) To keep such  portion  of the  Trust  Fund in cash or cash
         balances as the Trustee may, from time to time,  deem to be in the best
         interests of the Plan, without liability for interest thereon;

                  (g) To accept and retain for such time as the Trustee may deem
         advisable  any  securities  or other  property  received or acquired as
         Trustee  hereunder,  whether or not such  securities or other  property
         would normally be purchased as investments hereunder;

                  (h) To make,  execute,  acknowledge,  and  deliver any and all
         documents of transfer and conveyance and any and all other  instruments
         that may be necessary  or  appropriate  to carry out the powers  herein
         granted;

                  (i) To  settle,  compromise,  or  submit  to  arbitration  any
         claims, debts, or damages due or owing to or from the Plan, to commence
         or  defend  suits  or  legal  or  administrative  proceedings,  and  to
         represent   the  Plan  in  all  suits  and  legal  and   administrative
         proceedings;

                  (j) To employ  suitable  agents and  counsel  and to pay their
         reasonable expenses and compensation,  and such agent or counsel may or
         may not be agent or counsel for the Employer;

                  (k) To  apply  for  and  procure  from  responsible  insurance
         companies, to be selected by the Administrator, as an investment of the
         Trust  Fund  such  annuity,  or  other  Contracts  (on the  life of any
         Participant) as the Administrator  shall deem proper;  to exercise,  at
         any time or from time to time,  whatever  rights and  privileges may be
         granted under such annuity,  or other Contracts;  to collect,  receive,
         and settle for the proceeds of all such  annuity or other  Contracts as
         and when entitled to do so under the provisions thereof;

                  (l) To invest  funds of the Trust in time  deposits or savings
         accounts bearing a reasonable rate of interest in the Trustee's bank;

                  (m) To invest  in  Treasury  Bills  and other  forms of United
         States government obligations;

                  (n) To sell,  purchase  and acquire put or call options if the
         options  are  traded on and  purchased  through a  national  securities
         exchange  registered  under the  Securities  Exchange  Act of 1934,  as
         amended,  or, if the  options  are not traded on a national  securities
         exchange,  are  guaranteed  by a  member  firm  of the New  York  Stock
         Exchange;

                  (o) To deposit monies in federally insured savings accounts or
         certificates of deposit in banks or savings and loan associations;

                  (p) To pool all or any of the Trust  Fund,  from time to time,
         with assets  belonging to any other qualified  employee pension benefit
         trust created by the Employer or an affiliated company of the Employer,
         and to commingle such assets and make joint or common  investments  and
         carry  joint  accounts  on behalf of this Plan and such other  trust or
         trusts, allocating undivided shares or interests in such investments or
         accounts or any pooled  assets of the two or more trusts in  accordance
         with their respective interests;

                  (q) To do all such  acts and  exercise  all  such  rights  and
         privileges,  although not specifically mentioned herein, as the Trustee
         may deem necessary to carry out the purposes of the Plan.

                  (r) Directed  Investment  Account.  The powers  granted to the
         Trustee  shall be exercised  in the sole  fiduciary  discretion  of the
         Trustee.   However,   if   Participants   are  so   empowered   by  the
         Administrator,  each Participant may direct the Trustee to separate and
         keep separate all or a portion of his share of his account; and further
         each Participant is authorized and empowered,  in his sole and absolute
         discretion,  to give  directions  to the  Trustee  in such  form as the
         Trustee may require  concerning  the  investment  of the  Participant's
         Directed Investment  Account,  which directions must be followed by the
         Trustee subject,  however, to restrictions on payment of life insurance
         premiums.  Neither  the  Trustee nor any other  persons  including  the
         Administrator or otherwise shall be under any duty to question any such
         direction  of the  Participant  or to review  any  securities  or other
         property,  real  or  personal,  or  to  make  any  suggestions  to  the
         Participant  in connection  therewith,  and the Trustee shall comply as
         promptly  as  practicable  with  directions  given  by the  Participant
         hereunder.  Any  such  direction  may  be  of a  continuing  nature  or
         otherwise  and may be  revoked by the  Participant  at any time in such
         form as the Trustee may require.  The Trustee may refuse to comply with
         any direction from the Participant in the event the Trustee in its sole
         and absolute  discretion,  deems such directions  improper by virtue of
         applicable  law. The Trustee shall not be responsible or liable for any
         loss or expense which may result from the Trustee's  refusal or failure
         to  comply  with any  directions  from the  Participant.  Any costs and
         expenses related to compliance with the Participant's  directions shall
         be borne by the Participant's Directed Investment Account.

7.4    LOANS TO PARTICIPANTS
                  (a) The Trustee may, in the Trustee's  discretion,  make loans
         to Participants and  Beneficiaries  under the following  circumstances:
         (1) loans shall be made available to all Participants and Beneficiaries
         on a reasonably equivalent basis; (2) loans shall not be made available
         to Highly  Compensated  Employees in an amount  greater than the amount
         made available to other Participants and Beneficiaries; (3) loans shall
         bear a  reasonable  rate of  interest;  (4) loans  shall be  adequately
         secured;  and (5) shall provide for repayment over a reasonable  period
         of time.

                  (b)  Loans  shall not be  granted  to any  Participant  or his
         Beneficiary  that provide for a repayment  period extending beyond such
         Participant's Normal Retirement Date.

                  (c) Loans made  pursuant  to this  Section  (when added to the
         outstanding  balance  of  all  other  loans  made  by the  Plan  to the
         Participant) shall be limited to the lesser of:

                  (1)  $50,000  reduced by the  excess  (if any) of the  highest
                  outstanding  balance of loans from the Plan to the Participant
                  during the one year  period  ending on the day before the date
                  on which such loan is made,  over the  outstanding  balance of
                  loans  from the Plan to the  Participant  on the date on which
                  such loan was made, or

                  (2) one-half (1/2) of the present value of the non-forfeitable
                  accrued benefit of the Participant under the Plan.

                  (d) Loans shall provide for level  amortization  with payments
         to be made not less  frequently  than  quarterly  over a period  not to
         exceed five (5) years. However, loans used to acquire any dwelling unit
         which,  within a reasonable time, is to be used (determined at the time
         the loan is made) as a principal  residence  of the  Participant  shall
         provide for periodic  repayment  over a reasonable  period of time that
         may exceed five (5) years.

                  (e) Any loans  granted  or renewed on or after the last day of
         the first Plan Year  beginning  after  December  31, 1988 shall be made
         pursuant to a  Participant  loan  program.  Such loan program  shall be
         established  in writing and must  include,  but need not be limited to,
         the following:

                  (1) the  identity  of the person or  positions  authorized  to
                  administer the Participant loan program;

                  (2) a procedure for applying for loans;

                  (3) the basis on which loans will be approved or denied;

                  (4)  limitations,  if any,  on the types and  amounts of loans
                  offered;

                  (5)  the  procedure   under  the  program  for  determining  a
                  reasonable rate of interest;

                  (6) the types of  collateral  which may  secure a  Participant
                  loan; and

                  (7) the events constituting default and the steps that will be
                  taken to preserve Plan assets.

                      Such  Participant  loan  program  shall  be contained in a
         separate  written  document which,  when properly  executed,  is hereby
         incorporated  by  reference  and made a part of the Plan.  Furthermore,
         such  Participant  loan  program  may be modified or amended in writing
         from time to time without the necessity of amending this Section.

7.5    DUTIES OF THE TRUSTEE REGARDING PAYMENTS
         At the direction of the Administrator,  the Trustee shall, from time to
time, in accordance  with the terms of the Plan,  make payments out of the Trust
Fund.  The Trustee shall not be  responsible  in any way for the  application of
such payments.

7.6    TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
         The Trustee shall be paid such  reasonable  compensation  as shall from
time to time be agreed  upon in  writing by the  Employer  and the  Trustee.  An
individual  serving as  Trustee  who  already  receives  full-time  pay from the
Employer shall not receive compensation from the Plan. In addition,  the Trustee
shall be reimbursed for any reasonable  expenses,  including  reasonable counsel
fees incurred by it as Trustee.  Such  compensation  and expenses  shall be paid
from the Trust Fund unless paid or  advanced by the  Employer.  All taxes of any
kind and all kinds  whatsoever  that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof,  shall
be paid from the Trust Fund.

7.7    ANNUAL REPORT OF THE TRUSTEE
         Within a reasonable  period of time after the later of the  Anniversary
Date or receipt of the Employer's  contribution  for each Plan Year, the Trustee
shall furnish to the Employer and  Administrator a written  statement of account
with  respect  to the Plan Year for which  such  contribution  was made  setting
forth:

                  (a) the net income, or loss, of the Trust Fund;

                  (b) the  gains,  or  losses,  realized  by the Trust Fund upon
         sales or other disposition of the assets;

                  (c) the increase, or decrease, in the value of the Trust Fund;

                  (d) all payments and  distributions  made from the Trust Fund;
         and

                  (e)  such   further   information   as  the   Trustee   and/or
         Administrator  deems  appropriate.  The  Employer,  forthwith  upon its
         receipt of each such statement of account,  shall  acknowledge  receipt
         thereof in writing and advise the Trustee and/or  Administrator  of its
         approval or disapproval thereof.  Failure by the Employer to disapprove
         any such statement of account within thirty (30) days after its receipt
         thereof  shall be deemed  an  approval  thereof.  The  approval  by the
         Employer of any statement of account shall be binding as to all matters
         embraced  therein as between the  Employer  and the Trustee to the same
         extent as if the account of the Trustee had been settled by judgment or
         decree in an action for a judicial settlement of its account in a court
         of competent  jurisdiction  in which the Trustee,  the Employer and all
         persons  having or  claiming  an  interest  in the Plan  were  parties;
         provided,  however,  that nothing  herein  contained  shall deprive the
         Trustee  of its right to have its  accounts  judicially  settled if the
         Trustee so desires.

7.8    AUDIT
                  (a) If an audit of the Plan's records shall be required by the
         Act and the regulations thereunder for any Plan Year, the Administrator
         shall  direct the  Trustee to engage on behalf of all  Participants  an
         independent   qualified  public  accountant  for  that  purpose.   Such
         accountant  shall,  after an audit of the books and records of the Plan
         in accordance  with generally  accepted  auditing  standards,  within a
         reasonable  period  after the close of the Plan  Year,  furnish  to the
         Administrator  and the Trustee a report of his audit  setting forth his
         opinion  as to  whether  any  statements,  schedules  or lists that are
         required by Act Section 103 or the  Secretary of Labor to be filed with
         the Plan's  annual  report,  are presented  fairly in  conformity  with
         generally  accepted  accounting  principles applied  consistently.  All
         auditing  and  accounting  fees shall be an expense of and may,  at the
         election of the Administrator, be paid from the Trust Fund.

                  (b) If some or all of the information  necessary to enable the
         Administrator  to comply with Act Section 103 is  maintained by a bank,
         insurance company, or similar institution, regulated and supervised and
         subject to periodic  examination by a state or federal agency, it shall
         transmit  and  certify  the  accuracy  of  that   information   to  the
         Administrator  as  provided in Act  Section  103(b)  within one hundred
         twenty  (120) days after the end of the Plan Year or by such other date
         as may be prescribed under regulations of the Secretary of Labor.

7.9    RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
                  (a) The  Trustee may resign at any time by  delivering  to the
         Employer,  at least  thirty  (30) days  before its  effective  date,  a
         written notice of his resignation.

                  (b)  The  Employer  may  remove  the  Trustee  by  mailing  by
         registered  or  certified  mail,  addressed to such Trustee at his last
         known address,  at least thirty (30) days before its effective  date, a
         written notice of his removal.

                  (c) Upon the death, resignation, incapacity, or removal of any
         Trustee,  a  successor  may be  appointed  by the  Employer;  and  such
         successor,  upon accepting  such  appointment in writing and delivering
         same to the Employer,  shall,  without  further act, become vested with
         all  the  estate,  rights,  powers,  discretions,  and  duties  of  his
         predecessor  with  like  respect  as if he were  originally  named as a
         Trustee  herein.  Until such a successor is  appointed,  the  remaining
         Trustee or Trustees shall have full authority to act under the terms of
         the Plan.

                  (d) The Employer may designate one or more successors prior to
         the death,  resignation,  incapacity,  or removal of a Trustee.  In the
         event a successor  is so  designated  by the  Employer and accepts such
         designation,  the successor  shall,  without further act, become vested
         with all the estate,  rights,  powers,  discretions,  and duties of his
         predecessor  with the like  effect  as if he were  originally  named as
         Trustee herein immediately upon the death, resignation,  incapacity, or
         removal of his predecessor.

                  (e) Whenever any Trustee hereunder ceases to serve as such, he
         shall furnish to the Employer and  Administrator a written statement of
         account  with  respect to the portion of the Plan Year during  which he
         served as Trustee.  This statement shall be either (i) included as part
         of the annual  statement  of account for the Plan Year  required  under
         Section 7.7 or (ii) set forth in a special statement.  Any such special
         statement  of account  should be rendered to the Employer no later than
         the due date of the annual  statement of account for the Plan Year. The
         procedures set forth in Section 7.7 for the approval by the Employer of
         annual  statements of account  shall apply to any special  statement of
         account  rendered  hereunder  and  approval by the Employer of any such
         special  statement in the manner provided in Section 7.7 shall have the
         same effect upon the statement as the Employer's  approval of an annual
         statement of account.  No successor to the Trustee  shall have any duty
         or  responsibility  to  investigate  the  acts or  transactions  of any
         predecessor  who has rendered  all  statements  of account  required by
         Section 7.7 and this subparagraph.

7.10   TRANSFER OF INTEREST

         Notwithstanding any other provision contained in this Plan, the Trustee
at the direction of the  Administrator  shall transfer the Vested  interest,  if
any, of such  Participant  in his  account to another  trust  forming  part of a
pension, profit sharing or stock bonus plan maintained by such Participant's new
employer and represented by said employer in writing as meeting the requirements
of Code Section 401(a), provided that the trust to which such transfers are made
permits the transfer to be made.

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1    AMENDMENT
                  (a) The Employer shall have the right at any time to amend the
         Plan,  subject  to  the  limitations  of  this  Section.  However,  any
         amendment which affects the rights,  duties or  responsibilities of the
         Trustee  and  Administrator  may only be made  with the  Trustee's  and
         Administrator's  written  consent.  Any  such  amendment  shall  become
         effective as provided therein upon its execution. The Trustee shall not
         be required to execute any such amendment  unless the Trust  provisions
         contained  herein Are a part of the Plan and the amendment  affects the
         duties of the Trustee hereunder.

                  (b)  No  amendment  to  the  Plan  shall  be  effective  if it
         authorizes  or permits any part of the Trust Fund (other than such part
         as is required to pay taxes and administration expenses) to be used for
         or diverted to any purpose other than for the exclusive  benefit of the
         Participants or their Beneficiaries or estates; or causes any reduction
         in the amount credited to the account of any Participant;  or causes or
         permits any  portion of the Trust Fund to revert to or become  property
         of the Employer.

                  (c) Except as permitted by  Regulations,  no Plan amendment or
         transaction  having the effect of a Plan  amendment  (such as a merger,
         plan  transfer  or  similar  transaction)  shall  be  effective  if  it
         eliminates or reduces any "Section 411(d)(6) protected benefit" or adds
         or  modifies   conditions  relating  to  "Section  411(d)(6)  protected
         benefits" the result of which is a further  restriction on such benefit
         unless such  protected  benefits are preserved with respect to benefits
         accrued as of the later of the adoption  date or effective  date of the
         amendment.   "Section  411(d)(6)   protected   benefits"  are  benefits
         described in Code Section  411(d)(6)(A),  early retirement benefits and
         retirement-type subsidies, and optional forms of benefit.

8.2    TERMINATION

                  (a) The Employer shall have the right at any time to terminate
         the Plan by delivering to the Trustee and Administrator  written notice
         of such termination.  Upon any full or partial termination, all amounts
         credited to the affected  Participants'  Combined Accounts shall become
         100%  Vested as provided  in Section  6.4 and shall not  thereafter  be
         subject to forfeiture,  and all unallocated  amounts shall be allocated
         to the accounts of all  Participants  in accordance with the provisions
         hereof.

                  (b) Upon the full  termination of the Plan, the Employer shall
         direct the distribution of the assets of the Trust Fund to Participants
         in a manner which is consistent  with and  satisfies the  provisions of
         section 6.5. Distributions to a Participant shall be made in cash or in
         property  or  through  the  purchase  of  irrevocable   nontransferable
         deferred   commitments   from  an  insurer.   Except  as  Permitted  by
         Regulations,  the  termination  of the Plan  shall  not  result  in the
         reduction of "Section 411(d)(6)  protected benefits" in accordance with
         Section 8.1(c).

8.3    MERGER OR CONSOLIDATION
         This Plan and Trust may be merged or  consolidated  with, or its assets
and/or  liabilities  may be  transferred to any other plan and trust only if the
benefits  which would be received by a Participant of this Plan, in the event of
a  termination  of  the  plan  immediately   after  such  transfer,   merger  or
consolidation,  are at least equal to the  benefits the  Participant  would have
received if the Plan had terminated  immediately before the transfer,  merger or
consolidation,  and such transfer,  merger or  consolidation  does not otherwise
result in the  elimination  or  reduction of any  "Section  411(d)(6)  protected
benefits" in accordance with Section 8.1(c).

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1    PARTICIPANT'S RIGHTS
         This Plan  shall not be deemed to  constitute  a contract  between  the
Employer and any Participant or to be a  consideration  or an inducement for the
employment of any Participant or Employee.  Nothing contained in this Plan shall
be deemed to give any  Participant  or Employee  the right to be retained in the
service  of the  Employer  or to  interfere  with the right of the  Employer  to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

9.2    ALIENATION
                  (a) Subject to the exceptions provided below, no benefit which
         shall be  payable  out of the Trust  Fund to any  person  (including  a
         Participant  or his  Beneficiary)  shall be  subject  in any  manner to
         anticipation,   alienation,   sale,   transfer,   assignment,   pledge,
         encumbrance, or charge, and any attempt to anticipate,  alienate, sell,
         transfer,  assign, pledge,  encumber, or charge the same shall be void;
         and no such  benefit  shall in any manner be liable for, or subject to,
         the debts, contracts,  liabilities,  engagements,  or torts of any such
         person,  nor shall it be subject to  attachment or legal process for or
         against  such  person,  and the same  shall  not be  recognized  by the
         Trustee, except to such extent as may be required by law.

                  (b) This provision shall not apply to the extent a Participant
         or  Beneficiary is indebted to the Plan, as a result of a loan from the
         Plan.  At  the  time  a  distribution  is  to  be  made  to  or  for  a
         Participant's or Beneficiary's  benefit,  such proportion of the amount
         distributed as shall equal such loan indebtedness  shall be paid by the
         Trustee to the Trustee or the  Administrator,  at the  direction of the
         Administrator,  to apply against or discharge  such loan  indebtedness.
         Prior to making a payment, however, the Participant or Beneficiary must
         be  given  written   notice  by  the   Administrator   that  such  loan
         indebtedness  is to be so paid in whole or part from his  Participant's
         Combined Account. If the Participant or Beneficiary does not agree that
         the loan indebtedness is a valid claim against his Vested Participant's
         Combined  Account,  he shall be entitled to a review of the validity of
         the claim in accordance with  procedures  provided in Sections 2.12 and
         2.13.

                  (c) This  provision  shall not apply to a "qualified  domestic
         relations  order"  defined  in Code  Section  414(p),  and those  other
         domestic   relations   orders   permitted  to  be  so  treated  by  the
         Administrator  under the  provisions  of the  Retirement  Equity Act of
         1984.  The  Administrator   shall  establish  a  written  procedure  to
         determine  the  qualified  status of domestic  relations  orders and to
         administer  distributions under such qualified orders.  Further, to the
         extent provided under a "qualified  domestic relations order", a former
         spouse of a  Participant  shall be treated  as the spouse or  surviving
         spouse for all purposes under the Plan.

9.3    CONSTRUCTION OF PLAN
         This Plan and Trust shall be construed  and  enforced  according to the
Act and the laws of the State of Indiana,  other than its laws respecting choice
of law, to the extent not preempted by the Act.

9.4    GENDER AND NUMBER
         Wherever any words are used herein in the masculine, feminine or neuter
gender,  they shall be construed as though they were also used in another gender
in all cases where they would so apply,  and  whenever any words are used herein
in the singular or plural form, they shall be construed as though they were also
used in the other form in all cases where they would so apply.

9.5    LEGAL ACTION
         In the event any claim,  suit, or  proceeding is brought  regarding the
Trust   and/or  Plan   established   hereunder  to  which  the  Trustee  or  the
Administrator may be a party, and such claim, suit, or proceeding is resolved in
favor of the Trustee or  Administrator,  they shall be entitled to be reimbursed
from the Trust Fund for any and all costs,  attorney's  fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

9.6    PROHIBITION AGAINST DIVERSION OF FUNDS
                  (a)  Except  as  provided  below  and  otherwise  specifically
         permitted by law, it shall be impossible by operation of the Plan or of
         the  Trust,  by  termination  of  either,  by  power of  revocation  or
         amendment,   by  the  happening  of  any  contingency,   by  collateral
         arrangement or by any other means, for any part of the corpus or income
         of any  trust  fund  maintained  pursuant  to  the  Plan  or any  funds
         contributed thereto to be used for, or diverted to, purposes other than
         the exclusive benefit of Participants,  Retired Participants,  or their
         Beneficiaries.

                  (b)  In  the  event  the  Employer  shall  make  an  excessive
         contribution   under  a  mistake  of  fact   pursuant  to  Act  Section
         403(c)(2)(A),  the  Employer  may demand  repayment  of such  excessive
         contribution  at any time  within  one (1) year  following  the time of
         payment and the  Trustees  shall  return  such  amount to the  Employer
         within the one (1) year period.  Earnings of the Plan  attributable  to
         the excess  contributions  may not be returned to the  Employer but any
         losses attributable thereto must reduce the amount so returned.

9.7    BONDING
         Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and  regulations  thereunder,  shall be bonded in an amount  not less
than 10% of the amount of the funds such Fiduciary handles;  provided,  however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000. The amount
of funds  handled  shall be determined at the beginning of each Plan Year by the
amount of funds handled by such person,  group, or class to be covered and their
predecessors,  if any,  during  the  preceding  Plan  Year,  or if  there  is no
preceding  Plan Year,  then by the amount of the funds to be handled  during the
then current  year.  The bond shall  provide  protection to the Plan against any
loss by  reason  of acts of fraud or  dishonesty  by the  Fiduciary  alone or in
connivance with others.  The surety shall be a corporate surety company (as such
term is used in Act Section 412(a)(2)), and the bond shall be in a form approved
by the Secretary of Labor. Notwithstanding anything in the Plan to the contrary,
the cost of such bonds  shall be an expense of and may,  at the  election of the
Administrator, be paid from the Trust Fund or by the Employer.

9.8    EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE
         Neither the Employer nor the Trusted,  nor their  successors,  shall be
responsible for the validity of any Contract issued hereunder or for the failure
on the part of the insurer to make payments  provided by any such  Contract,  or
for the action of any person which may delay  payment or render a Contract  null
and void or unenforceable in whole or in part.

9.9    INSURER'S PROTECTIVE CLAUSE
         Any  insurer  who shall issue  Contracts  hereunder  shall not have any
responsibility  for the validity of this Plan or for the tax or legal aspects of
this  Plan.  The  insurer  shall be  protected  and held  harmless  in acting in
accordance with any written direction of the Trustee,  and shall have no duty to
see to the  application  of any funds paid to the  Trustee,  nor be  required to
question any actions  directed by the Trustee.  Regardless  of any  provision of
this Plan,  the  insurer  shall not be  required to take or permit any action or
allow any benefit or privilege  contrary to the terms of any  Contract  which it
issues hereunder, or the rules of the insurer.

9.10   RECEIPT AND RELEASE FOR PAYMENTS
         Any payment to any Participant, his legal representative,  Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof,  be in
full  satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative,  Beneficiary,
guardian or committee,  as a condition  precedent to such payment,  to execute a
receipt and release  thereof in such form as shall be  determined by the Trustee
or Employer.

9.11   ACTION BY THE EMPLOYER
         Whenever  the  Employer  under  the terms of the Plan is  permitted  or
required  to do or  perform  any act or matter  or  thing,  it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.12   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
         The  "named  Fiduciaries"  of this Plan are (1) the  Employer,  (2) the
Administrator  and (3) the Trustee.  The named Fiduciaries shall have only those
specific powers, duties,  responsibilities,  and obligations as are specifically
given  them  under  the Plan.  In  general,  the  Employer  shall  have the sole
responsibility for making the contributions  provided for under Section 4.1; and
shall  have the sole  authority  to  appoint  and  remove  the  Trustee  and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate,  in whole or in part, the Plan. The  Administrator  shall have the
sole responsibility for the administration of the Plan, which  responsibility is
specifically   described  in  the  Plan.   The  Trustee   shall  have  the  sole
responsibility  of management  of the assets held under the Trust,  except those
assets, the management of which has been assigned to an Investment Manager,  who
shall be solely responsible for the management of the assets assigned to it, all
as specifically  provided in the Plan.  Each named  Fiduciary  warrants that any
directions  given,  information  furnished,  or  action  taken by it shall be in
accordance  with the  provisions of the Plan,  authorizing or providing for such
direction,  information or action.  Furthermore,  each named  Fiduciary may rely
upon any such  direction,  information  or action of another named  Fiduciary as
being proper under the Plan,  and is not required under the Plan to inquire into
the propriety of any such direction, information or action. It is intended under
the Plan that each named  Fiduciary shall be responsible for the proper exercise
of its own powers,  duties,  responsibilities and obligations under the Plan. No
named Fiduciary shall guarantee the Trust Fund in any manner against  investment
loss or depreciation in asset value.  Any person or group may serve in more than
one Fiduciary capacity. In the furtherance of their responsibilities  hereunder,
the "named  Fiduciaries"  shall be empowered to interpret the Plan and Trust and
to resolve ambiguities,  inconsistencies and omissions,  which findings shall be
binding, final and conclusive.

9.13   HEADINGS
         The  headings  and  subheadings  of this Plan have  been  inserted  for
convenience  of  reference  and are to be  ignored  in any  construction  of the
provisions hereof.

9.14   APPROVAL BY INTERNAL REVENUE SERVICE
                  (a)   Notwithstanding   anything   herein  to  the   contrary,
         contributions   to  this  Plan  are   conditioned   upon  the   initial
         qualification  of the Plan under Code Section 401. If the Plan receives
         an adverse  determination  with  respect to its initial  qualification,
         then the Plan may return such  contributions to the Employer within one
         year  after  such  determination,  provided  the  application  for  the
         determination  is made by the time  prescribed  by law for  filing  the
         Employer's  return for the taxable  year in which the Plan was adopted,
         or such later date as the Secretary of the Treasury may prescribe.

                  (b)  Notwithstanding  any  provisions to the contrary,  except
         Sections 3.6, 3.7, and 4.1(f),  any contribution by the Employer to the
         Trust Fund is conditioned upon the deductibility of the contribution by
         the  Employer  under the Code and, to the extent any such  deduction is
         disallowed,  the  Employer  may,  within  one (1)  year  following  the
         disallowance  of the  deduction,  demand  repayment of such  disallowed
         contribution and the Trustee shall return such contribution  within one
         (1) year following the disallowance.  Earnings of the Plan attributable
         to the excess contribution may not be returned to the Employer, but any
         losses attributable thereto must reduce the amount so returned.

9.15   UNIFORMITY
         All  provisions  of this Plan  shall be  interpreted  and  applied in a
uniform,  nondiscriminatory  manner.  In the event of any  conflict  between the
terms of this Plan and any Contract  purchased  hereunder,  the Plan  provisions
shall control.

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1   ADOPTION BY OTHER EMPLOYERS
         Notwithstanding  anything  herein to the contrary,  with the consent of
the Employer and Trustee, any other corporation or entity,  whether an affiliate
or subsidiary or not, may adopt this Plan and all of the provisions  hereof, and
participate  herein  and be known as a  Participating  Employer,  by a  properly
executed  document  evidencing  said  intent  and  will  of  such  Participating
Employer.

10.2   REQUIREMENTS OF PARTICIPATING EMPLOYERS
                  (a) Each such Participating  Employer shall be required to use
         the same Trustee as provided in this Plan.

                  (b) The Trustee may, but shall not be required to,  commingle,
         hold  and  invest  as  one  Trust  Fund  all   contributions   made  by
         Participating  Employers,  as well as all increments thereof.  However,
         the assets of the Plan shall,  on an ongoing basis, be available to pay
         benefits to all Participants and  Beneficiaries  under the Plan without
         regard to the Employer or  Participating  Employer who contributed such
         assets.

                  (c) The  transfer  of any  Participant  from or to an Employer
         participating  in this Plan,  whether he be an Employee of the Employer
         or a Participating Employer, shall not affect such Participant's rights
         under the Plan, and all amounts credited to such Participant's Combined
         Account as well as his accumulated  service time with the transferor or
         predecessor,  and  his  length  of  participation  in the  Plan,  shall
         continue to his credit.

                  (d)  All  rights  and  values   forfeited  by  termination  of
         employment  shall inure only to the benefit of the  Participants of the
         Employer or Participating  Employer by which the forfeiting Participant
         was  employed,  except  if the  Forfeiture  is for  an  Employee  whose
         Employer is an Affiliated Employer, then said Forfeiture shall inure to
         the benefit of the  Participants  of those Employers who are Affiliated
         Employers.  Should an Employee of one ("First") Employer be transferred
         to an associated  ("Second") Employer which is an Affiliated  Employer,
         such transfer shall not cause his account balance  (generated  while an
         Employee of "First"  Employer)  in any  manner,  or by any amount to be
         forfeited. Such Employee's Participant Combined Account balance for all
         purposes of the Plan, including length of service,  shall be considered
         as though he had always been  employed by the "Second"  Employer and as
         such had received contributions,  forfeitures,  earnings or losses, and
         appreciation  or  depreciation  in value of assets  totaling  amount so
         transferred.

                  (e) Any  expenses  of the  Trust  which  are to be paid by the
         Employer or borne by the Trust Fund shall be paid by each Participating
         Employer in the same  proportion  that the total amount standing to the
         credit of all Participants employed by such Employer bears to the total
         standing to the credit of all Participants.

10.3   DESIGNATION OF AGENT
         Each Participating  Employer shall be deemed to be a part of this Plan;
provided,  however,  that with respect to all of its relations  with the Trustee
and  Administrator  for the purpose of this Plan,  each  Participating  Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly  indicates  the  contrary,  the word  "Employer"
shall be deemed  to  include  each  Participating  Employer  as  related  to its
adoption of the Plan.

10.4   EMPLOYEE TRANSFERS
         It  is  anticipated  that  an  Employee  may  be  transferred   between
Participating  Employers,  and in the event of any such  transfer,  the Employee
involved shall carry with him his accumulated  service and eligibility.  No such
transfer   shall  effect  a  termination  of  employment   hereunder,   and  the
Participating  Employer to which the  Employee is  transferred  shall  thereupon
become  obligated  hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

10.5   PARTICIPATING EMPLOYER'S CONTRIBUTION
         Any contribution  subject to allocation  during each Plan Year shall be
allocated among all  Participants of all  Participating  Employers in accordance
with the provisions of this Plan. On the basis of the  information  furnished by
the Administrator,  the Trustee shall keep separate books and records concerning
the affairs of each Participating  Employer hereunder and as to the accounts and
credits of the Employees of each  Participating  Employer.  The Trustee may, but
need not, register  Contracts so as to evidence that a particular  Participating
Employer is the interested Employer  hereunder,  but in the event of an Employee
transfer from one  Participating  Employer to another,  the  employing  Employer
shall immediately notify the Trustee thereof.

10.6   AMENDMENT
         Amendment  of this Plan by the Employer at any time when there shall be
a Participating  Employer  hereunder shall only be by the written action of each
and every Participating  Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.

10.7   DISCONTINUANCE OF PARTICIPATION
         Any Participating  Employer shall be permitted to discontinue or revoke
its  participation  in the  Plan.  At the  time of any  such  discontinuance  or
revocation,  satisfactory  evidence  thereof  and of any  applicable  conditions
imposed  shall  be  delivered  to the  Trustee.  The  Trustee  shall  thereafter
transfer,  deliver and assign Contracts and other Trust Fund assets allocable to
the  Participants  of such  Participating  Employer to such new Trustee as shall
have been designated by such  Participating  Employer,  in the event that it has
established a separate pension plan for its Employees provided, however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6)  protected benefits" in accordance with Section 8.1(c). If no
successor is designated,  the Trustee shall retain such assets for the Employees
of said Participating Employer pursuant to the provisions of Article VII hereof.
In no such  event  shall  any part of the  corpus  or  income of the Trust as it
relates to such  Participating  Employer  be used for or diverted  for  purposes
other than for the  exclusive  benefit of the  Employees  of such  Participating
Employer.

10.8   ADMINISTRATOR'S AUTHORITY
         The  Administrator  shall have  authority to make any and all necessary
rules  or  regulations,   binding  upon  all  Participating  Employers  and  all
Participants, to effectuate the purpose of this Article.

10.9   PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE
         If any  Participating  Employer is  prevented  in whole or in part from
making A contribution to the Trust Fund which it would otherwise have made under
the Plan by reason of having no current or accumulated  earnings or profits,  or
because such earnings or profits are less than the  contribution  which it would
otherwise have made, then, pursuant to Code Section 404(a)(3)(B), so much of the
contribution which such Participating  Employer was so prevented from making may
be made, for the benefit of the  participating  employees of such  Participating
Employer,  by the other  Participating  Employers  who are  members  of the same
affiliated  group within the meaning of Code Section 1504 to the extent of their
current or accumulated  earnings or profits,  except that such  contribution  by
each such other Participating Employer shall be limited to the proportion of its
total current and accumulated earnings or profits remaining after adjustment for
its  contribution  to the Plan made without regard to this  paragraph  which the
total prevented contribution bears to the total current and accumulated earnings
or profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

         A Participating Employer on behalf of whose employees a contribution is
made under this  paragraph  shall not reimburse the  contributing  Participating
Employers.
<PAGE>



         IN WITNESS WHEREOF,  this Plan has been executed the day and year first
above written.


                                        TRUSTCORP MORTGAGE COMPANY



                                        By /s/ James W. Kunzler, President
                                          --------------------------------------
                                                 EMPLOYER



                                        ATTEST /s/ Billye L. Burger
                                              ----------------------------------
                                                 Assistant Secretary


                                        INDIANA TRUST & INVESTMENT
                                        MANAGEMENT COMPANY



                                        By /s/ David A. Hosinski, President
                                          --------------------------------------
                                                 TRUSTEE



                                        ATTEST /s/ Tina M. Taylor
                                              ----------------------------------
                                                 Asst. Secretary

<PAGE>


                       CERTIFICATE OF CORPORATE RESOLUTION

         The   undersigned   Secretary  of  Trustcorp   Mortgage   Company  (the
Corporation)  hereby certifies that the following  resolutions were duly adopted
by the board of directors of the  Corporation  On October 24, 1990 and that such
resolutions have not been modified or rescinded as of the date hereof:

         RESOLVED,  that the form of Profit  Sharing  Plan and  Trust  effective
October 1, 1990,  presented to this  meeting is hereby  approved and adopted and
that the proper officers of the  Corporation are hereby  authorized and directed
to execute and deliver to the  Trustee of the Plan one or more  counterparts  of
the Plan.

         RESOLVED,  that for purposes of the  limitations on  contributions  and
benefits under the Plan, prescribed by Section 415 of the Internal Revenue Code,
the "limitation year" shall be the Plan Year.

         RESOLVED,  that  not  later  than the due  date  (including  extensions
hereof) of the  Corporation's  federal  income tax return for each of its fiscal
years  hereafter,  the  Corporation  shall  contribute to the Plan for each such
fiscal year such amount as shall be  determined by the board of directors of the
Corporation and that the Treasurer of the Corporation is authorized and directed
to pay such  contribution  to the Trustee of the Plan in cash or property and to
designate to the Trustee the year for which such contribution is made.

         RESOLVED, that the proper officers of the Corporation shall act as soon
as possible to notify the  employees of the  Corporation  of the adoption of the
Profit  Sharing  Plan by  delivering  to  each  employee  a copy of the  summary
description of the Plan in the form of the Summary Plan Description presented to
this meeting, which form is hereby approved.

         The undersigned further certifies that attached hereto as Exhibits A, B
and C,  respectively,  are true copies of Trustcorp  Mortgage  Company  Employee
Retirement  Savings Plan, Summary Plan Description and Funding Policy and Method
proved and adopted in the foregoing resolutions.


                                        /s/ Billye L. Burger
                                        ----------------------------------------
                                        Assistant Secretary



                                        Date:    January 25, 1991
                                             -----------------------------------