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                   WM MICHAELS LIMITED REGIONAL PROTOTYPE
                    DEFINED CONTRIBUTION PLAN AND TRUST




Copyright 1992 WM MICHAELS LIMITED


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                               TABLE OF CONTENTS

                                   ARTICLE I

                                  DEFINITIONS

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<S>     <C>                                                               <C>
                                   ARTICLE II
                   TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1     TOP HEAVY PLAN REQUIREMENTS                                        7
2.2     DETERMINATION OF TOP HEAVY STATUS                                  7
2.3     POWERS AND RESPONSIBILITIES OF THE EMPLOYER                        9
2.4     DESIGNATION OF ADMINISTRATIVE AUTHORITY                            10
2.5     ALLOCATION AND DELEGATION OF RESPONSIBILITIES                      10
2.6     POWERS AND DUTIES OF THE ADMINISTRATOR                             10
2.7     RECORDS AND REPORTS                                                10
2.8     APPOINTMENT OF ADVISERS                                            10
2.9     INFORMATION FROM EMPLOYER                                          10
2.10    PAYMENT OF EXPENSES                                                11
2.11    MAJORITY ACTIONS                                                   11
2.12    CLAIMS PROCEDURE                                                   11
2.13    CLAIMS REVIEW PROCEDURE                                            11

                                  ARTICLE III
                                  ELIGIBILITY

3.1     CONDITIONS OF ELIGIBILITY                                          11
3.2     EFFECTIVE DATE OF PARTICIPATION                                    11
3.3     DETERMINATION OF ELIGIBILITY                                       11
3.4     TERMINATION OF ELIGIBILITY                                         11
3.5     OMISSION OF ELIGIBLE EMPLOYEE                                      12
3.6     INCLUSION OF INELIGIBLE EMPLOYEE                                   12
3.7     ELECTION NOT TO PARTICIPATE                                        12
3.8     CONTROL OF ENTITIES BY OWNER-EMPLOYEE                              12

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1     FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION                    12
4.2     TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION                         13
4.3     ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS               13
4.4     MAXIMUM ANNUAL ADDITIONS                                           16
4.5     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                          21
4.6     TRANSFERS FROM QUALIFIED PLANS                                     21
4.7     VOLUNTARY CONTRIBUTIONS                                            22
4.8     DIRECTED INVESTMENT ACCOUNT                                        22
4.9     QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS                         22
4.10    ACTUAL CONTRIBUTION PERCENTAGE TESTS                               23
4.11    INTEGRATION IN MORE THAN ONE PLAN                                  23

                                   ARTICLE V
                                   VALUATIONS

5.1     VALUATION OF THE TRUST FUND                                        23
5.2     METHOD OF VALUATION                                                23

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                                   ARTICLE VI
                    DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1     DETERMINATION OF BENEFITS UPON RETIREMENT                          23
6.2     DETERMINATION OF BENEFITS UPON DEATH                               23
6.3     DETERMINATION OF BENEFITS IN EVENT OF DISABILITY                   24
6.4     DETERMINATION OF BENEFITS UPON TERMINATION                         24
6.5     DISTRIBUTION OF BENEFITS                                           26
6.6     DISTRIBUTION OF BENEFITS UPON DEATH                                28
6.7     TIME OF SEGREGATION OR DISTRIBUTION                                31
6.8     DISTRIBUTION FOR MINOR BENEFICIARY                                 31
6.9     LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                     31
6.10    PRE-RETIREMENT DISTRIBUTION                                        31
6.11    ADVANCE DISTRIBUTION FOR HARDSHIP                                  31
6.12    LIMITATIONS ON BENEFITS AND DISTRIBUTIONS                          32
6.13    SPECIAL RULE FOR NON-ANNUITY PLANS                                 32

                                  ARTICLE VII
                                    TRUSTEE

7.1     BASIC RESPONSIBILITIES OF THE TRUSTEE                              32
7.2     INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                        32
7.3     OTHER POWERS OF THE TRUSTEE                                        33
7.4     LOANS TO PARTICIPANTS                                              35
7.5     DUTIES OF THE TRUSTEE REGARDING PAYMENTS                           36
7.6     TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                      36
7.7     ANNUAL REPORT OF THE TRUSTEE                                       36
7.8     AUDIT                                                              36
7.9     RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                     37
7.10    TRANSFER OF INTEREST                                               37
7.11    TRUSTEE INDEMNIFICATION                                            37
7.12    EMPLOYER SECURITIES AND REAL PROPERTY                              37

                                  ARTICLE VIII
                     AMENDMENT, TERMINATION, AND MERGERS

8.1     AMENDMENT                                                          37
8.2     TERMINATION                                                        38
8.3     MERGER OR CONSOLIDATION                                            38

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1     EMPLOYER ADOPTIONS                                                 38
9.2     PARTICIPANT'S RIGHTS                                               38
9.3     ALIENATION                                                         38
9.4     CONSTRUCTION OF PLAN                                               39
9.5     GENDER AND NUMBER                                                  39
9.6     LEGAL ACTION                                                       39
9.7     PROHIBITION AGAINST DIVERSION OF FUNDS                             39
9.8     BONDING                                                            39
9.9     EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                         39
9.10    INSURER'S PROTECTIVE CLAUSE                                        39
9.11    RECEIPT AND RELEASE FOR PAYMENTS                                   39
9.12    ACTION BY THE EMPLOYER                                             39
9.13    NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                 40
9.14    HEADINGS                                                           40
9.15    APPROVAL BY INTERNAL REVENUE SERVICE                               40
9.16    UNIFORMITY                                                         40

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9.17    PAYMENT OF BENEFITS                                                40

                                   ARTICLE X
                           PARTICIPATING EMPLOYERS

10.1    ELECTION TO BECOME A PARTICIPATING EMPLOYER                        40
10.2    REQUIREMENTS OF PARTICIPATING EMPLOYERS                            40
10.3    DESIGNATION OF AGENT                                               41
10.4    EMPLOYEE TRANSFERS                                                 41
10.5    PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES              41
10.6    AMENDMENT                                                          41
10.7    DISCONTINUANCE OF PARTICIPATION                                    41
10.8    ADMINISTRATOR'S AUTHORITY                                          41
10.9    PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE                  41

                                   ARTICLE XI
                         CASH OR DEFERRED PROVISIONS

11.1    FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION                    41
11.2    PARTICIPANT'S SALARY REDUCTION ELECTION                            42
11.3    ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS               44
11.4    ACTUAL DEFERRAL PERCENTAGE TESTS                                   45
11.5    ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                     46
11.6    ACTUAL CONTRIBUTION PERCENTAGE TESTS                               49
11.7    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS                 50
11.8    ADVANCE DISTRIBUTION FOR HARDSHIP                                  52

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                                   ARTICLE I

                                  DEFINITIONS

      As used in this Plan, the following words and phrases shall have the
meanings set forth herein unless a different meaning is clearly required by
the context:

      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(s) or entity designated by the
Employer pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.

      1.3 "Adoption Agreement" means the separate Agreement which is executed
by the Employer and accepted by the Trustee which sets forth the elective
provisions of this Plan and Trust as specified by the Employer.

      1.4 "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(0).

      1.5 "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.

      1.6 "Anniversary Date" means the anniversary date specified in C3 of
the Adoption Agreement.

      1.7 "Beneficiary" means the person to whom a share of a deceased
Participant's interest in the Plan is payable, subject to the restrictions of
Sections 6.2 and 6.6.

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

      1.9 "Compensation" with respect to any Participant means one of the
following as elected in the Adoption Agreement.  However, compensation for
any Self-Employed Individual shall be equal to his Earned Income.

      (a)  Information required to be reported under sections 6041, 6051 and
      6052 (Wages, Tips and Other Compensation Box on Form W-2).  Compensation
      is defined as wages as defined in section 3401(a) and all other payments
      of compensation to an employee by the employer (in the course of the
      employer's trade or business) for which the employer is required to
      furnish the employee a written statement under sections 6041(d) and
      6051(a)(3) of the Code.  Compensation must be determined without regard
      to any rules under section 3401(a) that limit the remuneration included
      in wages based on the nature or location of the employment or the
      services performed (such as the exception for agricultural labor in
      section 3401(a)(2)).

      (b)  Section 3401(a) wages.  Compensation is defined as wages within the
      meaning of section 3401(a) for the purposes of income tax withholding at
      the source but determined without regard to any rules that limit the
      remuneration included in wages based on the nature or location of the
      employment or the services performed (such as the exception for
      agricultural labor in section 3401(a)(2)).

      (c)  415 safe-harbor compensation.  Compensation is defined as wages,
      salaries, and fees for professional services and other amounts received
      (without regard to whether or not an amount is paid in cash) for personal
      services actually rendered in the course of employment with the employer
      maintaining the plan to the extent that the amounts are includable in
      gross income (including, but not limited to, commissions paid salesmen,
      compensation for services on the basis of a percentage of profits,
      commissions on insurance premiums, tips, bonuses, fringe benefits and
      reimbursements or other expense allowances under a nonaccountable plan
      (as described in 1.62-2(c)), and excluding the following:

           (1) Employer contributions to a plan of deferred compensation
           which are not includable in the employee's gross income for the
           taxable year in which contributed, or employer contributions under a
           simplified employee pension plan to the extent such contributions
           are deductible by the employee, or any distributions from a plan of
           deferred compensation;

           (2) Amounts realized from the exercise of a non-qualified stock
           option, or when.restricted stock (or property) held by the employee
           either becomes freely transferable or is no longer subject to a
           substantial risk of forfeiture;

           (3) Amounts realized from the sale, exchange or other
           disposition of stock acquired under a qualified stock option; and

           (4) other amounts which received special tax benefits, or
           contributions made by the employer (whether or not under a salary
           reduction agreement) towards the purchase of an annuity contract
           described in section 403(b) of the Code (whether or not the

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           contributions are actually excludable from the gross income of the
           employee).
      If, in connection with the adoption of this or any other amendment, the
definition of Compensation has been modified, then, for Plan Years prior to
the Plan Year which includes the adoption date of such amendment,
Compensation means compensation determined pursuant to the Plan then in
effect.

      In addition, if specified in the Adoption Agreement, Compensation for
all Plan purposes shall also include compensation which is not currently
includable in the participant's gross income by reason of the application of
Code Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b).

      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 (except for purposes of determining the portion of
Compensation up to the integration level if this plan is integrated), the
limitation shall be prorated among the affected individuals in proportion to
each such individual's Compensation as determined under this Section prior to
the application of this limitation.

      For Plan Years beginning prior to January 1, 1989, the $200,000 limit
(without regard to Family Member aggregation) shall apply only for Top Heavy
Plan Years and shall not be adjusted.

      In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for plan
years beginning on or after January 1, 1994, the annual compensation of each
employee taken into account under the plan shall not exceed the OBRA '93
annual compensation limit.  The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner for increases in the cost of living
in accordance with Section 401(a)(17)(B) of the Internal Revenue Code.  The
cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the OBRA '93 annual compensation
limit will be multiplied by a fraction, the numerator of which is the number
of months in the determination period, and the denominator of which is 12.

      For plan years beginning on or after January 1, 1994, any reference in
this plan to the limitation under Section 401(a)(17) of the Code shall mean
the OBRA '93 annual compensation limit set forth in this provision.

      If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current plan
year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period.  For this purpose, for determination periods beginning before the
first day of the plan year beginning on or after January 1, 1994, the OBRA
'93 annual compensation limit is $150,000.

      1.10 "Contract" or "Policy" means any life insurance policy, retirement
income policy, or annuity contract (group or individual) issued by the
Insurer. 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.

      1.11 "Deferred Compensation" means, with respect to any Participant,
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 11.2.

      1.12 "Early Retirement Date" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the age
and service requirements specified in the Adoption Agreement (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.

      1.13 "Earned Income" means with respect to a Self-Employed Individual,
the net earnings from self-employment in the trade or business with respect
to which the Plan is established, for which the personal services of the
individual are a material income-producing factor. Net earnings will be
determined without regard to items not included in gross income and the
deductions allocable to such items. Net earnings are reduced by contributions
by the Employer to a qualified Plan to the extent deductible under Code
Section 404. In addition, for Plan Years beginning after December 31, 1989,
net earnings shall be determined with regard to the deduction allowed to the
Employer by Code Section 164(f).

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      1.14 "Elective Contribution" means the Employer's contributions to the
Plan that are made pursuant to the Participant's deferral election pursuant
to Section 11.2, excluding any such amounts distributed as "excess annual
additions" pursuant to Section 4.4. In addition, if selected in E3 of the
Adoption Agreement, the Employer's matching contribution shall or shall not
be considered an Elective Contribution for purposes of the Plan, as provided
in Section 11.1(b). Elective Contributions shall be subject to the
requirements of Sections 11.2(b) and 11.2(c) and shall further be required to
satisfy the discrimination requirements of Regulation 1.401(k)-l(b)(3), the
provisions of which are specifically incorporated herein by reference.

      1.15 "Eligible Employee" means any Employee specified in D1 of the
Adoption Agreement.

      1.16 "Employee" means any person who is employed by the Employer, but
excludes any person who is employed as an independent contractor. The term
Employee shall also include Leased Employees as provided in Code Section
414(n) or (o).

      Except as provided in the Non-Standardized Adoption Agreement, all
Employees of all entities which are an Affiliated Employer will be treated as
employed by a single employer.

      1.17 "Employer" means the entity specified in the Adoption Agreement,
any Participating Employer (as defined in Section 10.1) which shall adopt
this Plan, any successor which shall maintain this Plan and any predecessor
which has maintained this Plan.

      1.18 "Excess Compensation" means, with respect to a Plan that is
integrated with Social Security, a Participant's Compensation which is in
excess of the amount set forth in the Adoption Agreement.

      1.19 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions and Qualified Non-Elective Contributions
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 11.4(a).

      1.20 "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 11.2(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 4.4 when contributed to
the Plan unless distributed to the affected Participant not later than the
first April 15th following the close of the Participant's taxable year.

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

      1.22 "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.

      1.23 "Fiscal Year" means the Employer's accounting year as specified in
the Adoption Agreement.

      1.24 "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. In addition, the term Forfeiture
shall also include amounts deemed to be Forfeitures pursuant to any other
provision of this Plan.

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

      1.26 "414(s) Compensation" with respect to any Employee means his
Compensation as defined in Section 1.9. However, for purposes of this
Section, Compensation shall be Compensation paid and, if selected in the
Adoption Agreement, shall only be recognized as of an Employee's effective
date of participation.  If, in connection with the adoption of this or any
other amendment, the definition of "414(s) Compensation" has been modified,
then, for Plan Years prior to the Plan Year which includes the adoption date
of such amendment, "414(s) Compensation" means compensation determined
pursuant to the Plan then in effect.

      1.27 "415 Compensation" means compensation as defined in Section
4.4(f)(2).

      If, in connection with the adoption of this or any other amendment, the
definition of "415

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Compensation" has been modified, then, for Plan Years prior the Plan Year
which includes the adoption date of such amendment, "415 Compensation" means
compensation determined pursuant to the Plan then in effect.

      1.28 "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
      1.35(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, 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 "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period. However, if the Plan Year is a calendar year, or if
another Plan of the Employer so provides, then 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"). With respect to this election, it shall-be applied on a uniform and
consistent basis to all plans, entities, and arrangements of the Employer.

      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, 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)) 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(0)(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. In addition,
Highly Compensated Former Employees shall be treated as Highly Compensated
Employees without regard to whether they performed services during the
"determination year".

      1.29 "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 1.28. 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.

<PAGE>

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

      1.31 "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. 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, on 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). The provisions of Department of Labor regulations
2530.200b-2(b) and (c) are incorporated herein by reference.

      Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant
to Code Sections 414(n) or 414(0) and the Regulations thereunder.

      Hours of Service will be determined on the basis of the method selected
in the Adoption Agreement.

      1.32 "Insurer" means any legal reserve insurance company which shall
issue one or more policies under the Plan.

      1.33 "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.

      1.34 "Joint and Survivor Annuity" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than 1/2, nor greater than the amount of the annuity
payable during the joint lives of the Participant and the Participant's
spouse. The Joint and Survivor Annuity will be the amount of benefit which
can be purchased with the Participant's Vested interest in the Plan.

      1.35 "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

<PAGE>

      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 (0) 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 (0) 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 (0) 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, Code Section 403(b).

      1.36 "Late Retirement Date" means the date of, or the first day of the
month or the Anniversary Date coinciding with or next following, whichever
corresponds to the election made for the Normal Retirement Date, a
Participant's actual retirement after having reached his Normal Retirement
Date.

      1.37 "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: (i) such employee is covered by a money purchase pension plan providing:
(1) a nonintegrated employer contribution rate of at least 10 percent 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;
and (ii) leased employees do not constitute more than 20 percent of the
recipient's nonhighly compensated workforce.

      1.38 "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 and any other qualified plan.

      1.39 "Non-Elective Contribution" means the Employer's contributions to
the Plan other than those made pursuant to the Participant's deferral
election made pursuant to Section 11.2 and any Qualified Non-Elective
Contribution. In addition, if selected in E3 of the Adoption Agreement, the
Employer's Matching Contribution made pursuant to Section 4.3(b) shall be
considered a Non-Elective Contribution for purposes of the-Plan.

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

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

      1.42 "Normal Retirement Age" means the age specified in the Adoption
Agreement at which time a Participant shall become fully Vested in his
Participant's Account.

      1.43 "Normal Retirement Date" means the date specified in the Adoption
Agreement on which a Participant shall become eligible to have his benefits
distributed to him.

      1.44 "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."

      "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,

<PAGE>

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.

      1.45 "Owner-Employee" means a sole proprietor who owns the entire
interest in the Employer or a partner who owns more than 10% of either the
capital interest or the profits interest in the Employer and who receives
income for personal services from the Employer.

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

      1.47 "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his
total interest under the Plan resulting from (a) the Employer's contributions
in the case of a Profit Sharing Plan or Money Purchase Plan, and (b) the
Employer's Non-Elective Contributions in the case of a 401(k) Profit Sharing
Plan.

      1.48 "Participant's Combined Account" means the account established and
maintained by the Administrator for each Participant with respect to his
total interest under the Plan resulting from the Employer's contributions.

      1.49 "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 and Qualified Non-Elective Contributions. A separate accounting
shall be maintained with respect to that portion of the Participant's
Elective Account attributable to Elective Contributions made pursuant to
Section 11.2, Employer matching contributions if they are deemed to be
Elective Contributions, and any Qualified Non-Elective Contributions.

      1.50 "Participant's Rollover Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts transferred from another qualified
plan or "conduit" Individual Retirement Account in accordance with Section 4.6.

      1.51 "Plan" means this instrument (hereinafter referred to as WM MICHAELS
LIMITED REGIONAL PROTOTYPE Defined Contribution Plan and Trust Basic Plan
Document #01) including all amendments thereto, and the Adoption Agreement as
adopted by the Employer.

      1.52 "Plan Year" means the Plan's accounting year as specified in C2 of
the Adoption Agreement.

      1.53 "Pre-Retirement Survivor Annuity" means an immediate annuity for
the life of the Participant's spouse, the payments under which must be equal
to the actuarial equivalent of 50% of the Participant's Vested interest in
the Plan as of the date of death.

      1.54 "Qualified Non-Elective Account" means the account established
hereunder to which Qualified Non-Elective Contributions are allocated.

      1.55 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to E5 of the Adoption
Agreement and Section 11.1(d) which are used to satisfy the "Actual Deferral
Percentage" tests, Qualified Non-Elective Contributions are nonforfeitable
when made and are distributable only as specified in Sections 11.2(c) and
11.8. In addition, the Employer's contributions to the Plan that are made
pursuant to Section 11.7(h) and which are used to satisfy the "Actual
Contribution Percentage" tests shall be considered Qualified Non-Elective
Contributions.

      1.56 "Qualifies Voluntary Employee Contribution Account" means the
account established and maintained by the Administrator for each Participant
with respect to his total interest under the Plan resulting from the
Participant's tax deductible qualified voluntary employee contributions made
pursuant to Section 4.9.

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

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

      1.59 "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).

<PAGE>

      1.60 "Self-Employed Individual" means an individual who has earned
income for the taxable year from the trade or business for which the Plan is
established, and, also, an individual who would have had earned income but
for the fact that the trade or business had no net profits for the taxable
year. A Self-Employed Individual shall be treated as an Employee.

      1.61 "Shareholder-Employee" means a Participant who owns more than five
percent (5%) of the Employer's outstanding capital stock during any year in
which the Employer elected to be taxed as a Small Business Corporation under
the applicable Code Section.

      1.62 "Short Plan Year" means, if specified in the Adoption Agreement,
that the Plan Year shall be less than a 12 month period. If chosen, the
following rules shall apply in the administration of this Plan. In
determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the Short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of days in the
Short Plan Year. The determination of whether an Employee has completed a
Year of Service for vesting and eligibility purposes shall be made in
accordance with Department of Labor Regulation 2530.203-2(c). In addition, if
this Plan is integrated with Social Security, the integration level shall
also be proportionately reduced based on the number of days in the Short Plan
Year.

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

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

      1.65 "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.

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

      1.67 "Top Heavy Plan Year" means a Plan Year commencing after December
31, 1983 during which the Plan is a Top Heavy Plan.

      1.68 "Top Paid Group" shall be determined pursuant to Code Section
414(q) and the Regulations thereunder and generally 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" (as determined
pursuant to Section 1.28) received from the Employer during such year. All
Affiliated Employers shall be taken into account as a single employer, and
Leased Employees shall be treated as Employees pursuant to Code Section
414(n) or (0). Employees who are non-resident aliens 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.

      1.69 "Total and Permanent Disability" means the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than 12 months. The disability of a Participant shall be determined by a
licensed physician chosen by the Administrator. However, if the condition
constitutes total disability under the federal Social Security Acts, the
Administrator may rely upon such determination that the Participant is
Totally and Permanently Disabled for the purposes of this Plan. The
determination shall be applied uniformly to all Participants.

      1.70 "Trustee" means the person or entity named in B6 of the Adoption
Agreement and any successors.

<PAGE>

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

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

      1.73 "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 4.7.

      1.74 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, and during which an Employee has
completed 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 (employment commencement date). The 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 succeeding computation
periods shall begin with the first anniversary of the Employee's employment
commencement date. However, if one (1) Year of Service or less is required as
a condition of eligibility, then after the initial eligibility computation
period, the eligibility computation period shall shift to the current Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service. An Employee who is credited with 1,000 Hours of
Service in both the initial eligibility computation period and the first Plan
Year which commences prior to the first anniversary of the Employee's initial
eligibility computation period will be credited with two Years of Service for
purposes of eligibility to participate.

      For vesting purposes, and all other purposes not specifically addressed
in this Section, the computation period shall be the Plan Year, including
periods prior to the Effective Date of the Plan unless specifically excluded
pursuant to the Adoption Agreement.

      Years of Service and breaks in service will be measured on the same
computation period.

      Years of Service with any predecessor Employer which maintained this
Plan shall be recognized. Years of Service with any other predecessor
Employer shall be recognized as specified in the Adoption Agreement.

      Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                   TOP HEAVY PROVISIONS 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 4.3(i) of the Plan.

2.2   DETERMINATION OF TOP HEAVY STATUS

      (a)  This Plan shall be a Top Heavy Plan for any Plan Year beginning
      after December 31, 1983, 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
      beginning after December 31, 1983, 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 are 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;

<PAGE>

           (2) for a Profit Sharing Plan, 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 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) for a Money Purchase Plan, contributions that would be
           allocated as of a date not later than the Determination Date, even
           though those amounts are not yet made or required to be made.

           (4) 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. In the case of a distribution of an annuity Contract, the
           amount of such distribution is deemed to be the current actuarial
           value of the Contract, determined on the date of the distribution.
           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 purpose of this paragraph.

           (5) 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.

           (6) 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. If this Plan is the plan accepting such rollovers or
           plan-to-plan transfers, it shall not consider such rollovers or
           plan-to-plan transfers accepted after December 31, 1983 as part of
           the Participant's Aggregate Account balance. However, rollovers or
           plan-to-plan transfers accepted prior to January 1, 1984 shall be
           considered as part of the Participant's Aggregate Account balance.

           (7) 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.

           (8) For the purposes of determining whether two employers are to
           be treated as the same employer in 2.2(c)(6) and 2.2(c)(7) above,
           all employers aggregated under Code Section 414(b), (c), (m) and (0)
           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 qualified plan of the Employer,
           including any Simplified Employee Pension Plan, in which a

<PAGE>

           Key Employee is a participant in the Plan Year containing the
           Determination Date or any of the four preceding Plan Years, and each
           other qualified plan of the Employer which enables any qualified
           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 of the Employer, including any Simplified Employee
           Pension Plan, not required to be included in the Required
           Aggregation Group, provided the resulting group, taken as a whole,
           would continue to satisfy She 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)(l)(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.

      However, any such determination must include present value of accrued
benefit attributable to any Plan distributions referred to in Section
2.2(c)(4) above, any Employee contributions referred to in Section 2.2(c)(5)
above or any related or unrelated rollovers referred to in Sections 2.2(c)(6)
and 2.2(c)(7) above.

      (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.

      (h)  The Administrator shall determine whether this Plan is a Top Heavy
      Plan on the Anniversary Date specified in the Adoption Agreement. Such
      determination of the top heavy ratio shall be in accordance with Code
      Section 416 and the Regulations thereunder.

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.

<PAGE>

      (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 may, in its discretion, appoint an Investment Manager
      to manage all or a designated portion of the assets of the Plan. In such
      event, the Trustee shall follow the directive of the Investment Manager
      in investing the assets of the Plan managed by the Investment Manager.

      (d)  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 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 Fund;

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

<PAGE>

      (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
      Trust Fund;

      (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 distribute to Employees a procedure for notifying
      Participants and Beneficiaries of their rights to elect Joint and
      Survivor Annuities and Pre-Retirement Survivor Annuities if required by
      the Code and Regulations thereunder;

      (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 in writing with the
Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is fired. 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 a written 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 expense 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

<PAGE>

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 shall be eligible to participate hereunder on the
date he has satisfied the requirements specified in the Adoption Agreement.

3.2   EFFECTIVE DATE OF PARTICIPATION

      An Eligible Employee who has become eligible to be a Participant shall
become a Participant effective as of the day specified in the Adoption
Agreement.

      In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant shall go from a
classification of a noneligible Employee to an Eligible Employee, such
Employee shall become a Participant as of the date he becomes an Eligible
Employee.

      In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant shall go from a
classification of an Eligible Employee to a noneligible Employee and becomes
ineligible to participate and has not incurred a 1-Year Break in Service,
such Employee shall participate in the Plan as of the date he returns to an
eligible class of Employees. If such Employee does incur a 1-Year Break in
Service, eligibility will be determined under the Break in Service rules of
the Plan.

3.3   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.

3.4   TERMINATION OF ELIGIBILITY

      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.

3.5   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, if necessary after
the application of Section 4.3(e), so that the omitted Employee receives a
total amount which the said Employee would have received 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.

3.6   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 for the Plan Year in which the discovery is made.

3.7   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. For Standardized Plans, a Participant or
an Eligible Employee may not elect not to participate. Furthermore, the
foregoing election not to participate shall not be available with respect to
partners in a partnership.

3.8   CONTROL OF ENTITIES BY OWNER-EMPLOYEE

      (a)  If this Plan provides contributions or benefits for one or more
      Owner-Employees

<PAGE>

      who control both the business for which this Plan is established and one
      or more other entities, this Plan and the plan established for other
      trades or businesses must, when looked at as a single Plan, satisfy Code
      Sections 401(a) and (d) for the Employees of this and all other entities.

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

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

      (d)  For purposes of the preceding paragraphs, an Owner-Employee, or two
      or more Owner-Employees, will be considered to control an entity if the
      Owner-Employee, or two or more Owner-Employees together:

           (1) own the entire interest in an unincorporated entity, or

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

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

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION


      (a)  For a Money Purchase Plan:

           (1) The Employees shall make contributions over such period of
           years as the Employer may determine on the following basis. On
           behalf of each Participant eligible to share in allocations, for
           each year of his participation in this Plan, the Employer shall
           contribute the amount specified in the Adoption Agreement. All
           contributions by the Employer shall be made in cash or in such
           property as is acceptable to the Trustee. The Employer shall be
           required to obtain a waiver from the Internal Revenue Service for
           any Plan Year in which it is unable to make the full required
           contribution to the Plan. In the event a waiver is obtained, this
           Plan shall be deemed to be an individually designed plan.

           (2) For any Plan Year beginning prior to January 1, 1990, and if
           elected in the non-standardized Adoption Agreement for any Plan Year
           beginning on or after January 1, 1990, the Employer shall not
           contribute on behalf of a participant who performs less than a Year
           of Service during any Plan Year, unless there is a Short Plan Year
           or a contribution is required pursuant to 4.3(h).

           (3) Notwithstanding the foregoing, the Employer's contribution
           for any Fiscal Year shall not exceed the maximum amount allowable as
           a deduction to the Employer under the provisions of Code Section
           404. However, to the extent necessary to provide the top heavy
           minimum allocations, the Employer shall make a contribution even if
           it exceeds the amount which is deductible under Code Section 404.

      (b)  For a Profit Sharing Plan:

           (1) For each Plan Year, the Employer shall contribute to the
           Plan such amount as specified by the Employer in the Adoption
           Agreement. Notwithstanding the foregoing, however, the Employer's
           contribution for any Fiscal 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
<PAGE>

           property as is acceptable to the Trustee.

           (2) 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   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.

4.3   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, or other valuation 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) For a Money Purchase Plan:

               (i)  The Employer's Contribution shall be allocated to each
               Participant's Combined Account in the manner set forth in Section
               4.1 herein and as specified in Section E2 of the Adoption
               Agreement.

           (2) For an Integrated Profit Sharing Plan:

               (i)   The Employer's contribution shall be allocated to each
               Participant's Account, except as provided in Section 4.3(f), in a
               dollar amount equal to 5.7% of the sum of each Participant's
               total Compensation plus Excess Compensation. 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.

      Regardless of the preceding, 4.3% shall be substituted for 5.7% above
if Excess Compensation is based on more than 20% and less than or equal to
80% of the Taxable Wage Base. If Excess Compensation is based on less than
100% and more than 80% of the Taxable Wage Base, then 5.4% shall be
substituted for 5.7% above.

               (ii)  The balance of the Employer's contribution over the amount
               allocated above, if any, shall be allocated to each participant's
               Combined Account in the same proportion that his total
               Compensation for the Year bears to the total Compensation of all
               Participants for such year.

               (iii) Except, however, for any Plan Year beginning prior to
               January 1, 1990, and if elected in the non-standardized Adoption
               Agreement for any Plan Year beginning on or after January 1,
               1990, a Participant who performs less than a Year of Service
               during any Plan Year shall not share in the Employer's
               contribution for that year, unless there is a Short Plan Year or
               a contribution is required pursuant to Section 4.3(h).

           (3) For a Non-Integrated Profit Sharing Plan:

               (i)   The Employer's contribution shall be allocated to each
               Participant's Account in the same proportion that each such
               Participant's

<PAGE>

               Compensation for the year bears to the total
               Compensation of all Participants for such year.

               (ii) Except, however, for any Plan Year beginning prior to
               January 1, 1990, and if elected in the non-standardized Adoption
               Agreement for any Plan Year beginning on or after January 1,
               1990, a Participant who performs less than a Year of Service
               during any Plan Year shall not share in the Employer's
               contribution for that year, unless there is a Short Plan Year or
               a contribution is required pursuant to Section 4.3(h).

      (c)  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. If any nonsegregated account of a Participant has been distributed
      prior to the Anniversary Date or other valuation date subsequent to a
      Participant's termination of employment, no earnings or losses shall be
      credited to such account.

      Notwithstanding the above, with respect to contributions made to Plan
after the previous Anniversary Date or allocation date, the method specified in
the Adoption Agreement shall be used.

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

      (e)  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(g)(2) or be used to satisfy any
      contribution that may be required pursuant to Section 3.5 and/or 6.9. The
      remaining Forfeitures, if any, shall be treated in accordance with the
      Adoption Agreement. Provided, however, that in the event the allocation
      of Forfeitures provided herein shall cause the "annual addition" (as
      defined in Section 4.4) to any Participant's Account to exceed the amount
      allowable by the Code, the excess shall be reallocated in accordance with
      Section 4.5. Except, however, for any Plan Year beginning prior to
      January 1, 1990, and if elected in the non-standardized Adoption
      Agreement for any Plan Year beginning on or after January 1, 1990, a
      Participant who performs less than a Year of Service during any Plan Year
      shall not share in the Plan Forfeitures for that year, unless there is a
      Short Plan Year or a contribution required pursuant to Section 4.3(h).

      (f)  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, for each Non-Key Employee who is a Participant in a paired
Profit Sharing Plan or 401(k) Profit Sharing Plan and a paired Money Purchase
Plan, the minimum 3% allocation specified above shall be provided in the Money
Purchase Plan.

      If this is an integrated Plan, then for any Top Heavy Plan Year the
Employer's contribution shall be allocated as follows:

           (1) An amount equal to 3% multiplied by each Participant's
           Compensation for the Plan Year shall be allocated to each
           Participant's Account. If the Employer does not contribute such
           amount for all Participants, the amount 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>

           (2) The balance of the Employer's contribution over the amount
           allocated under subparagraph (1) hereof shall be allocated to each
           Participant's Account in a dollar amount equal to 3% multiplied by a
           Participant's Excess Compensation. 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 Excess Compensation bears to the total Excess Compensation of
           all Participants for that year.

           (3) The balance of the Employer's contribution over the amount
           allocated under subparagraph (2) hereof shall be allocated to each
           Participant's Account in a dollar amount equal to 2.7% multiplied by
           the sum of each Participant's total Compensation plus Excess
           Compensation. 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.

      Regardless of the preceding, 1.3% shall be substituted for 2.7% above if
Excess Compensation is based on more than 20% and less than or equal to 80% of
the Taxable Wage Base. If Excess compensation is based on less than 100% and
more than 80% of the Taxable Wage Base, then 2.4% shall be substituted for 2.7%
above.
               (4)  The balance of the Employer's contributions 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.

      For each Non-Key Employee who is a Participant in this Plan and another
non-paired defined contribution plan maintained by the Employer, the minimum 3%
allocation specified above shall be provided as specified in F3 of the Adoption
Agreement.

      (g)  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.

      (h)  For any Top Heavy Plan Year, the minimum allocations set forth in
      this Section 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; or (2) declined to
      make mandatory contributions (if required) or, in the case of a cash or
      deferred arrangement, elective contributions to the Plan.

      (i)  Notwithstanding anything herein to the contrary, in any Plan Year in
      which the Employer maintains both this Plan and a defined benefit pension
      plan included in a Required Aggregation Group which is top heavy, the
      Employer shall not be required to provide a Non-Key Employee with both
      the full separate minimum defined benefit plan benefit and the full
      separate defined contribution plan allocations. Therefore, if the
      Employer maintains both a Defined Benefit and a Defined Contribution Plan
      that are a Top Heavy Group, the top heavy minimum benefits shall be
      provided as follows:

      (1)  Applies if F1b of the Adoption Agreement is Selected -

               (i)  The requirements of Section 2.1 shall apply except that each
               Non-Key Employee who is a Participant in the Profit Sharing Plan
               or Money Purchase Plan and who is also a Participant in the
               Defined Benefit Plan shall receive a minimum allocation of five
               percent (5%) of such Participant's "415 Compensation" from the
               applicable Defined Contribution Plan(s).

               (ii) For each Non-Key Employee who is a Participant only in the
               Defined Benefit Plan the Employer will provide a minimum
               non-integrated benefit equal to 2% of his highest five
               consecutive year average "415 Compensation" for each Year of
               Service while a

<PAGE>

               Participant in the Plan, in which the Plan is top heavy, not to
               exceed ten.

               (iii) For each Non-Key Employee who is a Participant only in this
               Defined Contribution Plan, the Employer shall provide a
               contribution equal to 3% of his "415 Compensation".

           (2) Applies if F1c of the Adoption Agreement is Selected

               (i)  The minimum allocation specified in Section 4.3(i)(l)(i)
               shall be 7 1/2% if the Employer elects in the Adoption Agreement
               for years in which the Plan is Top Heavy, but not Super Top
               Heavy.

               (ii) The minimum benefit specified in Section 4.3(i)(l)(ii) shall
               be 3% if the Employer elects in the Adoption Agreement for years
               in which the Plan is Top Heavy, but not Super Top Heavy.

               (iii) The minimum allocation specified in Section 4.3(i)(l)(iii)
               shall be 4% if the Employer elects in the Adoption Agreement for
               years in which the Plan is Top Heavy, but not Super Top Heavy.

      (j)  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)). However, for Plan Years beginning prior to January 1,
      1989, the $200,000 limit shall apply only for Top Heavy Plan Years and
      shall not be adjusted.

      (k)  Notwithstanding anything herein to the contrary, any Participant who
      terminated employment during the Plan Year for reasons other than death,
      Total and Permanent Disability, or retirement shall or shall not share in
      the allocations of the Employer's Contributions and Forfeitures as
      provided in the Adoption Agreement. Notwithstanding the foregoing, for
      Plan Years beginning after 1989, if this is a standardized Plan, any such
      terminated Participant shall share in the allocations as provided in this
      Section provided such Participant completed more than 500 Hours of
      Service.

      (l)  Notwithstanding anything herein to the contrary, Participants
      terminating for reasons of death, Total and Permanent Disability, or
      retirement shall share in the allocations as provided in this Section
      regardless of whether they completed a Year of Service during the Plan
      Year.

      (m)  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 employer derived account
           balance in the Plan attributable to post-break service.

      (n)  Notwithstanding any election in the Adoption Agreement to the
      contrary, if this is a non-standardized 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 be come
           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

<PAGE>

           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.

      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.

4.4   MAXIMUM ANNUAL ADDITIONS

      (a)(1)   If the Participant does not participate in, and has never
      participated in another qualified plan maintained by the Employer, or a
      welfare benefit fund (as defined in Code Section 419(e)), maintained by
      the Employer, or an individual medical account (as defined in Code
      Section 415(1)(2)) maintained by the Employer, which provides Annual
      Additions, the amount of Annual Additions which may be credited to the
      Participant's accounts for any Limitation Year shall not exceed the
      lesser of the Maximum Permissible Amount or any other limitation
      contained in this Plan. If the Employer contribution that would otherwise
      be contributed or allocated to the Participant's accounts would cause the
      Annual Additions for the Limitation Year to exceed the Maximum
      Permissible Amount, the amount contributed or allocated will be reduced
      so that the Annual Additions for the Limitation Year will equal the
      Maximum Permissible Amount.

           (2) Prior to determining the Participant's actual Compensation
           for the Limitation Year, the Employer may determine the Maximum
           Permissible Amount for a Participant on the basis of a reasonable
           estimation of the Participant's Compensation for the Limitation
           Year, uniformly determined for all Participants similarly situated.

           (3) As soon as is administratively feasible after the end of the
           Limitation Year, the Maximum Permissible Amount for such Limitation
           Year shall be determined on the basis of the Participant's actual
           compensation for such Limitation Year.

           (4) If there is an excess amount pursuant to Section 4.4(a)(2)
           or Section 4.5, the excess will be disposed of in one of the
           following manners, as uniformly determined by the Plan Administrator
           for all Participants similarly situated:

               (i)  Any Deferred Compensation or nondeductible Voluntary
               Employee Contributions, to the extent they would reduce the
               Excess Amount will be distributed to the Participant;

               (ii) If, after the application of subparagraph (i), an Excess
               Amount still exists, and the Participant is covered by the Plan
               at the end of the Limitation Year, the Excess Amount in the
               Participant's account will be used to reduce Employer
               contributions (including any allocation of Forfeitures) for such
               Participant in the next Limitation Year, and each succeeding
               Limitation Year if necessary;

               (iii) If, after the application of subparagraph (i), an Excess
               Amount still exists, and the Participant is not covered by the
               Plan at the end of a Limitation Year, the Excess Amount will be
               held unallocated in a suspense account. The suspense account will
               be applied to reduce future Employer contributions (including
               allocation of any Forfeitures) for all remaining Participants in
               the next Limitation Year, and each succeeding Limitation Year if
               necessary;

               (iv) If a suspense account is in existence at any time during a
               Limitation Year pursuant

<PAGE>

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

      (b)  (1) This subsection applies if, in addition to this Plan, the
      Participant is covered under another qualified Regional Prototype defined
      contribution plan maintained by the Employer, or a welfare benefit fund
      (as defined in Code Section 419(e)) maintained by the Employer, or an
      individual medical account (as defined in Code Section 415(1)(2))
      maintained by the Employer, which provides Annual Additions, during any
      Limitation Year. The Annual Additions which may be credited to a
      Participant's accounts under this Plan for any such Limitation Year shall
      not exceed the Maximum Permissible Amount reduced by the Annual Additions
      credited to a Participant's accounts under the other plans and welfare
      benefit funds for the same Limitation Year. If the Annual Additions with
      respect to the participant under other defined contribution plans and
      welfare benefit funds maintained by the Employer are less than the
      Maximum Permissible Amount and the Employer contribution that would
      otherwise be contributed or allocated to the Participant's accounts under
      this Plan would cause the Annual Additions for the Limitation Year to
      exceed this limitation, the amount contributed or allocated will be
      reduced so that the Annual Additions under all such plans and welfare
      benefit funds for the Limitation Year will equal the Maximum Permissible
      Amount. If the Annual Additions with respect to the Participant under
      such other defined contribution plans and welfare benefit funds in the
      aggregate are equal to or greater than the Maximum Permissible Amount, no
      amount will be contributed or allocated to the Participant's account
      under this Plan for the Limitation Year.

           (2) Prior to determining the Participant's actual Compensation
           for the Limitation Year, the Employer may determine the Maximum
           Permissible Amount for a Participant in the manner described in
           Section 4.4(a)(2).

           (3) As soon as is administratively feasible after the end of the
           Limitation Year, the Maximum Permissible Amount for the Limitation
           Year will be determined on the basis of the Participant's actual
           Compensation for the Limitation Year.

           (4) If, pursuant to Section 4.4(b)(2) or as a result of the
           allocation of Forfeitures, a Participant's Annual Additions under
           this Plan and such other plans would result in an Excess Amount for
           a Limitation"Year, the Excess Amount will be deemed to consist of
           the Annual Additions last allocated, except that Annual Additions
           attributable to a welfare benefit fund or individual medical account
           will be deemed to have been allocated first regardless of the actual
           allocation date.

           (5) If an Excess Amount was allocated to a Participant on an
           allocation date of this Plan which coincides with an allocation date
           of another plan, the Excess Amount attributed to this Plan will be
           the product of,

               (i)  the total Excess Amount allocated as of such date, times

               (ii) the ratio of (1) the Annual Additions allocated to the
               Participant for the Limitation Year as of such date under this
               Plan to (2) the total Annual Additions allocated to the
               Participant for the Limitation Year as of such date under this
               and all the other qualified defined contribution plans.

           (6) Any Excess Amount attributed to this Plan will be

<PAGE>
           disposed in the manner described in Section 4.4(a)(4).

      (c)  If the Participant is covered under another qualified defined
      contribution plan maintained by the Employer which is not a Regional
      Prototype Plan, Annual Additions which may be credited to the
      Participant's account under this Plan for any Limitation Year will be
      limited in accordance with Section 4.4(b), unless the Employer provides
      other limitations in the Adoption Agreement.

      (d)  If the Employer maintains, or at any time maintained, a qualified
      defined benefit plan covering any Participant in this Plan the sum of the
      Participant's Defined Benefit Plan Fraction and Defined Contribution Plan
      Fraction will not exceed 1.0 in any Limitation Year. The Annual Additions
      which may be credited to the Participant's account under this Plan for
      any Limitation Year will be limited in accordance with the Limitation on
      Allocations Section of the Adoption Agreement.

      (e)  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 following are not Employee contributions for
      the purposes of Section 4.4(L)(1)(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).

      (f)  For purposes of this Section, the following terms shall be defined
      as follows:

           (1) Annual Additions means the sum credited to a Participant's
           accounts for any Limitation Year of (1) Employer contributions, (2)
           effective with respect to "limitation years" beginning after
           December 31, 1986, Employee contributions, (3) forfeitures, (4)
           amounts allocated, after March 31, 1984, to an individual medical
           account,- as defined in Code Section 415(1)(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 4r9A(d)(3)) under a
           welfare benefit fund (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(L)(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(1)(1). Notwithstanding the foregoing, for "limitation years"
           beginning prior to January 1, 1987, only that portion of Employee
           contributions equal to the lesser of Employee contributions in
           excess of six percent (6%) of "415 Compensation" or one-half of
           Employee contributions shall be considered an "annual addition".

      For this purpose, any Excess Amount applied under Sections 4.4(a)(4) and
4.4(b)(6) in the Limitation Year to reduce Employer contributions shall be
considered Annual Additions for such Limitation Year.

           (2) Compensation means a Participant's Compensation as elected
           in the Adoption Agreement.  However, regardless of any selection
           made in the Adoption Agreement, "415 Compensation" shall exclude
           compensation which is not currently includable in the Participant's
           gross income by reason of the application of Code Sections 125,
           402(a)(8), 402(h)(1)(B), or 403(b).

      For limitation years beginning after December 31, 1991, for purposes of
applying the limitations of this article, compensation for a limitation year is
the compensation actually paid or made available during such limitation year.

      Notwithstanding the preceding sentence, compensation for a participant in
a defined contribution plan who is permanently and totally disabled (as defined
in section 22(e)(3) of the Internal Revenue Code) is the compensation such
participant would have received for the limitation year if the participant had
been paid at the rate of compensation paid immediately before becoming
permanently and totally disabled; such imputed compensation for the disabled
participant may be taken into account only if
<PAGE>

the participant is not a Highly Compensated Employee and contributions made
on behalf of such participant are nonforfeitable when made.

           (3) Defined Benefit Fraction means 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
           his 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 end 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.

      Notwithstanding the foregoing, for any Top Heavy Plan Year, 100 shall be
substituted for 125 unless the extra minimum allocation is being made pursuant
to the Employer's election in Fl of the Adoption Agreement. However, for any
Plan Year in which this Plan is a Super Top Heavy Plan, 100 shall be substituted
for 125 in any event.

           (4) Defined Contribution Dollar Limitation means $30,000, or, if
           greater, one-fourth of the defined benefit dollar limitation set
           forth in Code Section 415(b)(1) as in effect for the Limitation
           Year.

           (5) Defined Contribution Fraction means 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 voluntary
           employee contributions to any 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(1)(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 Defined Contribution Dollar
           Limitation or 35 percent of the Participant's Compensation for such
           year. For Limitation Years beginning prior to January 1, 1987, the
           "annual addition" shall not be recomputed to treat all Employee
           contributions as an Annual Addition.

      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 5,
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 5, 1986, but using the Code Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.

      Notwithstanding the foregoing, for any Top Heavy Plan Year, 100 shall be
substituted for 125 unless the extra minimum allocation is being made pursuant
to the Employer's election in Fl of the Adoption Agreement. However, for any
Plan Year in which this Plan is a Super Top Heavy Plan, 100 shall be substituted
for 125 in any event.

           (6) Employer means the Employer that adopts this Plan and all
           Affiliated Employers, except that for purposes of this Section,
           Affiliated Employers shall be determined pursuant to the
           modification made by Code Section 415(h).

           (7) Excess Amount means the excess of the Participant's Annual

<PAGE>

           Additions for the Limitation Year over the Maximum Permissible
           Amount.

           (8) Highest Average Compensation means the average Compensation
           for the three consecutive Years of Service with the Employer that
           produces the highest average. A Year of Service with the Employer is
           the 12 consecutive month period defined in Section EI of the
           Adoption Agreement which is used to determine Compensation under the
           Plan.

           (9) Limitation Year means the Compensation Year (a 12
           consecutive month period) as erected by the Employer in the Adoption
           Agreement. All qualified plans maintained by the Employer must use
           the same Limitation Year. If the Limitation Year is amended to a
           different 12 consecutive month period, the new Limitation Year must
           begin on a date within the Limitation Year in which the amendment is
           made.

           (10) Maximum Permissible Amount means the maximum Annual Addition
           that may be contributed or allocated to a Participant's account
           under the plan for any Limitation Year, which shall not exceed the
           lesser of:

               (i)  the Defined Contribution Dollar Limitation, or

               (ii) 25 percent of the Participant's Compensation for the
               Limitation Year.

      The Compensation Limitation referred to in (ii) shall not apply to any
contribution for medical benefits (within the meaning of Code Sections 401(h) or
419A(L)(2)) which is otherwise treated as an annual addition under Code Sections
415(1)(1) or 419A(d)(2).

      If a short Limitation Year is created because of an amendment changing
the Limitation Year to a different 12 consecutive month period, the Maximum
Permissible Amount will not exceed the Defined Contribution Dollar Contribution
multiplied by the following fraction:

                   NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
                                         12

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

               (i)  the Participant will continue employment until Normal
               Retirement Age (or current age, if later), and

               (ii) the Participant's Compensation for the current Limitation
               Year and all other relevant factors used to determine benefits
               under the Plan will remain constant for all future Limitation
               Years.

      (g)  Regional Prototype Plan means a plan the form of which has been the
      subject of a favorable notification letter from the Internal Revenue
      Service.

      (h)  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.

4.5   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

      (a)  If as a result of the allocation of Forfeitures, a reasonable error
in estimating a Participant's annual Compensation, a reasonable error in
determining the amount of elective deferrals (within the meaning of Code Section
402(g)(3)) that may be made with respect to any Participant under the limits of
Section 4.4, 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 provided in Section 4.4 to be exceeded, the Administrator shall treat
the excess in accordance with Section 4.4(a)(4).

4.6   TRANSFERS FROM QUALIFIED PLANS

      (a)  If specified in the Adoption Agreement and with the consent of the
      Administrator, amounts may be transferred from other qualified plans,
      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

<PAGE>

      status of the Plan 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)  Amounts attributable to elective contributions (as defined in
      Regulation 1.401(k)-1(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 Sections 411(a)(11) and 417 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
      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)  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.

      (g)  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.

      (h)  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.

4.7   VOLUNTARY CONTRIBUTIONS

      (a)  If this is an amendment to a Plan that had previously allowed
      voluntary Employee contributions, then, except as provided in 4.7(b)
      below, this Plan will not accept voluntary Employee contributions for
      Plan Years beginning after the Plan Year in which this Plan is adopted by
      the Employer.

      (b)  For 401(k) Plans, if elected in the Adoption Agreement, each
      Participant may, at the discretion of the Administrator in a
      nondiscriminatory manner, elect to voluntarily contribute a portion of
      his compensation earned while a Participant under this Plan. Such
      contributions shall be paid to the Trustee within a reasonable period of
      time but in no event later than 90 days after the receipt of the
      contribution.

      (c)  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.

<PAGE>

      (d)  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 Sections 411(a)(11) and 417 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. No Forfeitures shall
      occur solely as a result of an Employee's withdrawal of Employee
      contributions.

      In the event such a withdrawal is made, or in the event a Participant has
received a hardship distribution pursuant to Regulation 1.401(k)-l(d)(2)(iii)(B)
from any plan maintained by the Employer, then such Participant shall be barred
from making any voluntary contributions for a period of twelve (12) months after
receipt of the withdrawal or distribution.

      (e)  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.

      (f)  The Administrator may direct that voluntary contributions made after
      a valuation date be segregated into a separate account 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.

4.8   DIRECTED INVESTMENT ACCOUNT

      (a)  If elected in the Adoption Agreement, all Participants may direct
      the Trustee as to the investment of all or a portion of any one or more
      of their individual account balances. Participants may direct the Trustee
      in writing to invest their account in specific assets as permitted by the
      Administrator provided such investments are in accordance with the
      Department of Labor regulations and are permitted by the Plan. That
      portion of the account of any Participant so directing will thereupon be
      considered a Directed Investment Account.

      (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 their 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.

      (c)  The Administrator shall establish a procedure, to be applied in a
      uniform and nondiscriminatory manner, setting forth the permissible
      investment options under this Section, how often changes between
      investments may be made, and any other limitations that the Administrator
      shall impose on a Participant's right to direct investments.

4.9   QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

      (a)  If this is an amendment to a Plan that previously permitted
      deductible voluntary contributions, then each Participant who made a
      "Qualified Voluntary Employee Contribution" within the meaning of Code
      Section 219(e)(2) as it existed prior to the enactment of the Tax Reform
      Act of 1986, shall have his contribution held in a separate Qualified
      Voluntary Employee Contribution Account which shall be fully Vested at
      all times. Such contributions, however, shall not be permitted if they
      are attributable to taxable years beginning after December 31, 1986.

      (b)  A Participant may, upon written request delivered to the
      Administrator, make withdrawals from his Qualified Voluntary Employee
      Contribution Account. Any distribution 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 Sections
      411(a)(11) and 417 and the Regulations thereunder.

      (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 Qualified Voluntary Employee Contribution Account shall be
      used to provide additional benefits to the Participant or his
      Beneficiary.

      (d)  Unless the Administrator directs Qualified Voluntary Employee
      Contributions made pursuant to this Section be segregated into a separate
      account for each Participant, they shall be invested as part of the
      general Trust Fund and share in earnings and losses.

<PAGE>

4.10  ACTUAL CONTRIBUTION PERCENTAGE TESTS

      In the event this Plan previously provided for voluntary or mandatory
Employee contributions, then, with respect to Plan Years beginning after
December 31, 1986, such contributions must satisfy the provisions of Code
Section 401(m) and the Regulations thereunder.

4.11  INTEGRATION IN MORE THAN ONE PLAN

      If the Employer and/or an Affiliated Employer maintain qualified
retirement plans integrated with Social Security such that any Participant in
this Plan is covered under more than one of such plans, then such plans will be
considered to be one plan and will be considered to be integrated if the extent
of the integration of all such plans does not exceed 100%. For purposes of the
preceding sentence, the extent of integration of a plan is the ratio, expressed
as a percentage, which the actual benefits, benefit rate, offset rate, or
employer contribution rate, whatever is applicable, under the Plan bears to the
limitation applicable to such Plan. If the Employer maintains two or more
standardized paired plans, only one plan may be integrated with Social Security.

                                     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". 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 or after 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 4.3, shall continue until his Late Retirement Date. Upon a
Participant's Retirement Date, or as soon thereafter as is practicable, the
Administrator shall direct the distribution of 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, in accordance with the provisions of Sections 6.6 and 6.7, the
      distribution of the deceased Participant's accounts to the Participant's
      Beneficiary.

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

      (d)  Unless otherwise elected in the manner prescribed in Section 6.6,
      the Beneficiary of the Pre-Retirement Survivor Annuity shall be the
      Participant's spouse. Except, however, the Participant may designate a
      Beneficiary other than his spouse for the Pre-Retirement Survivor Annuity
      if:

<PAGE>

           (1) the Participant and his spouse have validly waived the
           Pre-Retirement Survivor Annuity in the manner prescribed in Section
           6.6, and the spouse has waived his or her right to of 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. The Participant may, at any time, designate a Beneficiary
for death benefits payable under the Plan that are in excess of the
pre-Retirement Survivor Annuity. 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.

      (e)  If the plan provides an insured death benefit and a Participant dies
      before any insurance coverage to which he is entitled under the Plan is
      effected, his death benefit from such insurance coverage shall be limited
      to the standard rated premium which was or should have been used for such
      purpose.

      (f)  In the event of any conflict between the terms of this Plan and the
      terms of any Contract issued hereunder, the Plan provisions shall
      control.

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 Administrator, in
accordance with the provisions of Sections 6.5 and 6.7, shall direct the
distribution to such Participant of 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, or other valuation date,
      coinciding with or subsequent to the termination of a Participant's
      employment for any reason other than retirement, death, or Total and
      Permanent Disability, the Administrator may direct that the amount of the
      Vested portion of such Terminated Participant's Combined Account be
      segregated and invested separately. 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 4.3 until such time as a distribution is
      made to the Terminated Participant. The amount of the portion of the
      Participant's Combined Account which is not vested may be credited to a
      separate account (which will always share in gains and losses of the
      Trust Fund) and at such time as the amount becomes a Forfeiture shall be
      treated in accordance with the provisions of the Plan regarding
      Forfeitures.

      Regardless of whether distributions in kind are permitted, 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 Combined 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 that the entire Vested portion of the Terminated Participant's
Combined Account to be payable to such Terminated Participant provided the
conditions, if any, set forth in the

<PAGE>

Adoption Agreement have been satisfied. 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 Sections 411(a)(11) and 417 and the Regulations
thereunder.

      Notwithstanding the above, if the value of a Terminated Participant's
Vested benefit derived from Employer and Employee contributions does not exceed,
and at the time of any prior distribution, has never exceeded $3,500, the
Administrator shall direct that the entire Vested benefit be paid to such
Participant in a single lump-sum without regard to the consent of the
Participant or the Participant's spouse. A Participant's Vested benefit shall
not include Qualified Voluntary Employee Contributions within the meaning of
Code Section 72(0)(5)(B) for Plan Years beginning prior to January 1, 1989.

      (b)  The Vested portion of any Participant's Account shall be a
      percentage of such Participant's Account determined on the basis of the
      Participant's number of Years of Service according to the vesting schedule
      specified in the Adoption Agreement.

      (c)  For any Top Heavy Plan Year, one of the minimum top heavy vesting
      schedules as elected by the Employer in the Adoption Agreement will
      automatically apply to the Plan. The minimum top heavy vesting schedule
      applies to all benefits within the meaning of Code Section 411(a)(7)
      except those attributable to Employee contributions, including benefits
      accrued before the effective date of Code Section 416 and benefits
      accrued before the Plan became top heavy. Further, no decrease in a
      Participant's Vested percentage may occur in the event the Plan's status
      as top heavy changes for any Plan Year. however, this Section does not
      apply to the account balances of any Employee who does not have an Hour
      of Service after the Plan has initially become top heavy and the Vested
      percentage of such Employee's Participant's Account shall be determined
      without regard to this Section 6.4(c).

      If in any subsequent Plan Year, the Plan ceases to be a Top Heavy Plan,
the Administrator shall continue to use the vesting schedule in effect while the
Plan was a Top Heavy Plan for each Employee who had an Hour of Service during a
Plan Year when the Plan was Top Heavy.

      (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)  If this is an amended or restated Plan, then notwithstanding the
      vesting schedule specified in the Adoption Agreement, the Vested
      percentage of a Participant's account shall not be less than the Vested
      percentage attained as of the later of the effective date or adoption
      date of this amendment and restatement. 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
      Article, or due to changes in the Plan's status as a Top Heavy Plan.

      (f)  If the Plan's vesting schedule is amended, or if the Plan is amended
      in any way that directly or indirectly affects the computation of the
      Participant's nonforfeitable percentage or if the Plan is deemed amended
      by an automatic change to a top heavy vesting schedule, then each
      Participant with at least 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 or change.
      Notwithstanding the foregoing, for Plan Years beginning before January 1,
      1989, or with respect to Employees who fail to complete at least one (1)
      Hour of Service in a Plan Year beginning after December 31, 1988, five
      (5) shall be substituted for three (3) in the preceding sentence. 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.

      (g)  (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 a distribution of his entire Vested

<PAGE>

           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 5 consecutive 1-Year Breaks in Service
           commencing after the distribution. 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, 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 preceding his termination. If an employee
           receives a distribution pursuant to this section and the employee
           resumes employment covered under this plan, the employee's
           employer-derived account balance will be restored to the amount on
           the date of distribution if the employee repays to the plan the full
           amount of the distribution attributable to employer contributions
           before the earlier of 5 years after the first date on which the
           participant is subsequently re-employed by the employer, or the date
           the participant incurs 5 consecutive 1-year breaks in service
           following the date of the distribution. If a non-Vested Former
           Participant was deemed to have received a distribution and such
           Former Participant is reemployed by the Employer before five (5)
           consecutive 1-Year Breaks in Service, then such Participant will be
           deemed to have repaid the deemed distribution as of the date of
           reemployment.

           (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)  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 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;

               (ii) 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;

               (iii) A Former Participant who is reemployed and who has not had
               his Years of Service before a 1-Year Break in Service disregarded
               pursuant to (i) above, shall participate in the Plan as of his
               date of reemployment;

               (iv) If a Former Participant 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.

      (h)  In determining Years of Service for purposes of vesting under the
      Plan, Years of Service shall be excluded as specified in the Adoption
      Agreement.

6.5   DISTRIBUTION OF BENEFITS

      (a)  (1) Unless otherwise elected as provided below, a Participant who is
      married on the "annuity starting date" and who does not die before the
      "annuity starting date" shall receive the value of all of his benefits in
      the form of a Joint and Survivor Annuity. The Joint and Survivor Annuity
      is an annuity that commences immediately and shall be equal in value to a
      single life annuity. Such joint and survivor benefits following the
      Participant's death shall continue to the spouse during the spouse's
      lifetime at a rate equal to 50% of the rate at which such benefits were
      payable

<PAGE>

      to the Participant. This Joint and Survivor Annuity shall be
      considered the designated qualified Joint and Survivor Annuity and
      automatic form of payment for the purposes of this Plan. However, the
      Participant may elect to receive a smaller annuity benefit with
      continuation of payments to the spouse at a rate of seventy-five percent
      (75%) or one hundred percent (100%) of the rate payable to a Participant
      during his lifetime which alternative Joint and Survivor Annuity shall be
      equal in value to the automatic Joint and 50% Survivor Annuity. An
      unmarried Participant shall receive the value of his benefit in the form
      of a life annuity. Such unmarried Participant, however, may elect in
      writing to waive the life annuity. The election must comply with the
      provisions of this Section as if it were an election to waive the Joint
      and Survivor Annuity by a married Participant, but without the spousal
      consent requirement. The Participant may elect to have any annuity
      provided for in this Section distributed upon the attainment of the
      earliest retirement age" under the Plan. The "earliest retirement age" is
      the earliest date on which, under the Plan, the Participant could elect
      to receive retirement benefits.

               (2)  Any election to waive the Joint and Survivor Annuity must be
               made by the Participant in writing during the election period and
               be consented to by the Participant's spouse. If the spouse is
               legally incompetent to give consent, the spouse's legal guardian,
               even if such guardian is the Participant, may give consent.

      Such election shall designate a Beneficiary (or a form of benefits) that
may not be changed without spousal consent (unless the consent of the spouse
expressly permits designations by the Participant without the requirement of
further consent by the spouse). Such spouse's consent shall be irrevocable and
must acknowledge the effect of such election and be witnessed by a Plan
representative or a notary public. Such consent shall not be required if it is
established to the satisfaction of the Administrator that the required consent
cannot be obtained because there is no spouse, the spouse cannot be located, or
other circumstances that may be prescribed by Regulations. The election made by
the participant and consented to by his spouse may be revoked by the Participant
in writing without the consent of the spouse at any time during the election
period. The number of revocations shall not be limited. Any new election must
comply with the requirements of this paragraph. A former spouse's waiver shall
not be binding on a new spouse.

           (3) The election period to waive the Joint and Survivor Annuity
           shall be the 90 day period ending on the "annuity starting date."

           (4) For purposes of this Section and Section 6.6, the "annuity
           starting date" means the first day of the first period for which an
           amount is paid as an annuity, or, in the case of a benefit not
           payable in the form of an annuity, the first day on which all events
           have occurred which entitles the Participant to such benefit.

           (5) With regard to the election, the Administrator shall provide
           to the Participant no less than 30 days and no more than 90 days
           before the "annuity starting date" a written explanation of:

               (i)  the terms and conditions of the Joint and Survivor Annuity,
               and

               (ii) the Participant's right to make and the effect of an
               election to waive the Joint and Survivor Annuity, and

               (iii) the right of the Participant's spouse to consent to any
               election to waive the Joint and Survivor Annuity, and

               (iv) the right of the Participant to revoke such election, and
               the effect of such revocation.

      (b)  In the event a married Participant duly elects pursuant to paragraph
      (a)(2) above not to receive his benefit in the form of a Joint and
      Survivor Annuity, or if such Participant is not married, in the form of a
      life annuity, the Administrator, pursuant to the election of the
      Participant, shall direct the distribution to a Participant or his
      Beneficiary any amount to which he is entitled under the Plan in one or
      more of the following methods which are permitted pursuant to the
      Adoption Agreement:

<PAGE>

           (1) One lump-sum payment in cash or in property;

           (2) Payments over a period certain in monthly, quarterly,
           semiannual, or annual cash installments. In order to provide such
           installment payments, the Administrator may direct that the
           Participant's interest in the Plan be segregated and invested
           separately, and that the funds in the segregated account be used for
           the payment of the installments. The period over which such payment
           is to be made shall not extend beyond the Participant's life
           expectancy (or the life expectancy of the Participant and his
           designated Beneficiary);

           (3) Purchase of or providing an annuity. However, such annuity
           may not be in any form that will provide for payments over a period
           extending beyond either the life of the Participant (or the lives of
           the Participant and his designated Beneficiary) or the life
           expectancy of the Participant (or the life expectancy of the
           Participant and his designated Beneficiary).

      (c)  The present value of a Participant's Joint and Survivor Annuity
      derived from Employer and Employee contributions may not be paid without
      his written consent if the value exceeds, or has ever exceeded at the
      time of any prior distribution, $3,500. Further, the spouse of a
      Participant must consent in writing to any immediate distribution. If the
      value of the Participant's 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 may immediately
      distribute such benefit without such Participant's consent. NO
      distribution may be made under the preceding sentence after the "annuity
      starting date" unless the Participant and his spouse consent in writing
      to such distribution. Any written consent required under this paragraph
      must be obtained not more than 90 days before commencement of the
      distribution and shall be made in a manner consistent with Section
      6.5(a)(2).

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

           (1) No consent shall be valid unless the Participant has
           received a general description of the material features and an
           explanation of the relative values of the optional forms of benefit
           available under the Plan that would satisfy the notice requirements
           of Code Section 417.

           (2) 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 commencement of payment 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(e).

           (3) Notice of the rights specified under this paragraph shall be
           provided no less than 30 days and no more than 90 days before the
           "annuity starting date".

           (4) 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 "annuity starting date".

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

      (e)  Notwithstanding any provision in the Plan to the contrary, the
      distribution of a Participant's benefits, made on or after January 1,
      1985, whether under the Plan or through the purchase of an annuity
      Contract, 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 Section 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

<PAGE>

           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. Alternatively, distributions
           to a Participant must begin no later than the applicable April 1st
           as determined under the Preceding sentence and must be made over the
           life of the Participant (or the lives of the Participant and the
           Participant's designated Beneficiary) or, if benefits are paid in
           the form of a Joint and Survivor Annuity, the life expectancy of the
           Participant (or the life expectancies of the Participant and his
           Designated Beneficiary) in accordance with Regulations. For Plan
           Years beginning after December 31, 1988, 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.

      Additionally, for calendar years beginning before 1989, distributions may
also be made under an alternative method which provides that the then present
value of the payments to be made over the period of the Participant's life
expectancy exceeds fifty percent (50%) of the then present value of the total
payments to be made to the Participant and his Beneficiaries.

      (f)  For purposes of this Section, the life expectancy of a Participant
      and a Participant's spouse (other than in the case of a life annuity)
      shall be redetermined annually in accordance with Regulations if
      permitted pursuant to the Adoption Agreement. If the Participant or the
      Participant's spouse may elect whether recalculations will be made, then
      the election, once made, shall be irrevocable. If no election is made by
      the time distributions must commence, then the life expectancy of the
      Participant and the Participant's spouse shall not be subject to
      recalculation. Life expectancy and joint and last survivor expectancy
      shall be computed using the return multiples in Tables v and VI of
      Regulation 1.72-9.

      (g)  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 this Plan.

      (h)  Subject to the spouse's right of consent afforded under the Plan,
      the restrictions imposed by this Section shall not apply if a Participant
      has, prior to January 1, 1984, made a written designation to have his
      retirement benefit paid in an alternative method acceptable under Code
      Section 401(a) as in effect prior to the enactment of the Tax Equity and
      ; Fiscal Responsibility Act of 1982.

      (i)  If a distribution is made at a time when a Participant who has not
      terminated employment 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 (RxD)) - (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)  Unless otherwise elected as provided below, a Vested Participant who
      dies before the annuity starting date and who has a surviving spouse
      shall have the Pre-Retirement Survivor Annuity paid to his surviving
      spouse. The Participant's spouse

<PAGE>

      may direct that payment of the Pre-Retirement Survivor Annuity commence
      within a reasonable period after the Participant's death. If the spouse
      does not so direct, payment of such benefit will commence at the time
      the participant would have attained the later of his Normal Retirement
      Age or age 62. However, the spouse may elect a later commencement date.
      Any distribution to the Participant's spouse shall be subject to the
      rules specified in Section 6.6(h).

      (b)  Any election to waive the Pre-Retirement Survivor Annuity before
      the Participant's death must be made by the Participant in writing
      during the election period and shall require the spouse's irrevocable
      consent in the same manner provided for in Section 6.5(a)(2). Further,
      the spouse's consent must acknowledge the specific nonspouse
      Beneficiary. Notwithstanding the foregoing, the nonspouse Beneficiary
      need not be acknowledged, provided the consent of the spouse
      acknowledges that the spouse has the right to limit consent only to a
      specific Beneficiary and that the spouse voluntarily elects to
      relinquish such right.

      (c)  The election period to waive the Pre-Retirement Survivor Annuity
      shall begin on the first day of the Plan Year in which the Participant
      attains age 35 and end on the date of the Participant's death. An
      earlier waiver (with spousal consent) may be made provided a written
      explanation of the Pre-Retirement Survivor Annuity is given to the
      Participant and such waiver becomes invalid at the beginning of the
      Plan Year in which the Participant turns age 35. In the event a Vested
      Participant separates from service prior to the beginning of the
      election period, the election period shall begin on the date of such
      separation from service.

      (d)  With regard to the election, the Administrator shall provide each
      Participant within the applicable period, with respect to such
      Participant (and consistent with Regulations), a written explanation of
      the Pre-Retirement Survivor Annuity containing comparable information
      to that required pursuant to Section 6.5(a)(5). For the purposes of
      this paragraph, the term "applicable period" means, with respect to a
      Participant, whichever of the following periods ends last:

           (1) The period beginning with the first day of the Plan Year in
           which the Participant attains age 32 and ending with the close of
           the Plan Year preceding the Plan Year in which the Participant
           attains age 35;

           (2) A reasonable period after the individual becomes a
           Participant. For this purpose, in the case of an individual who
           becomes a Participant after age 32, the explanation must be
           provided by the end of the three-year period beginning with the
           first day of the first Plan Year for which the individual is a
           participant;

           (3) A reasonable period ending after the Plan no longer fully
           subsidizes the cost of the pre-Retirement Survivor Annuity with
           respect to the Participant;

           (4) A reasonable period ending after Code Section 401(a)(11)
           applies to the Participant; or

           (5) A reasonable period after separation from service in the case
           of a Participant who separates before attaining age 35. For this
           purpose, the Administrator must provide the explanation

<PAGE>

           beginning one year before the separation from service and ending
           one year after separation,

      (e)  The Pre-Retirement Survivor Annuity provided for in this Section
      shall apply only to Participants who are credited with an Hour of
      Service on or after August 23, 1984. Former Participants who are not
      credited with an Hour of Service on or after August 23, 1984 shall be
      provided with rights to the pre-Retirement Survivor Annuity in
      accordance with Section 303(e)(2) of the Retirement Equity Act of 1984.

      (f)  If the value of the Pre-Retirement Survivor Annuity 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 immediate distribution of such amount to
      the Participant's spouse. No distribution may be made under the
      preceding sentence after the annuity starting date unless the spouse
      consents in writing. If the value exceeds, or has ever exceeded at the
      time of any prior distribution, $3,500, an immediate distribution of
      the entire amount may be made to the surviving spouse, provided such
      surviving spouse consents in writing to such distribution. Any written
      consent required under this paragraph must be obtained not more than 90
      days before commencement of the distribution and shall be made in a
      manner consistent with Section 6.5(a)(2).

      (g)  (1) In the event there is an election to waive the Pre-Retirement
           Survivor Annuity, and for death benefits in excess of the
           Pre-Retirement Survivor Annuity, such death benefits shall be paid
           to the Participant's Beneficiary by either of the following
           methods, as elected by the Participant (or if no election has been
           made prior to the Participant's death, by his Beneficiary) subject
           to the rules specified in Section 6.6(h) and the selections made
           in the Adoption Agreement:

               (i)  One lump-sum payment in cash or in property;

               (ii) Payment in monthly, quarterly, semi-annual, or annual
               cash installments over a period to be determined by the
               Participant or his Beneficiary. After periodic installments
               commence, the Beneficiary shall have the right to reduce the
               period over which such periodic installments shall be made,
               and the cash amount of such periodic installments shall be
               adjusted accordingly.

               (iii) If death benefits in excess of the Pre-Retirement
               Survivor Annuity are to be paid to the surviving spouse, such
               benefits may be paid pursuant to (i) or (ii) above, or used to
               purchase an annuity so as to increase the payments made
               pursuant to the pre-Retirement Survivor Annuity;

           (2) In the event the death benefit payable pursuant to Section 6.2
           is payable in installments, then, upon the death of the
           Participant, the Administrator may direct that the death benefit
           be segregated and invested separately, and that the funds
           accumulated in the segregated account be used for the payment of
           the installments.

      (h)  Notwithstanding any provision in the Plan to the contrary,
      distributions upon the death of a Participant made on or after January
      1, 1985, shall be made in accordance with the following requirements
      and shall otherwise comply with Code Section 401(a)(9) and the
      Regulations thereunder.

           (1) 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.
           (2) If a Participant dies before he has begun to receive any
           distributions of his interest in the Plan or before distributions
           are deemed to have begun pursuant to Regulations, then his death
           benefit shall be distributed to his Beneficiaries in accordance
           with the following rules subject to the selections made in the
           Adoption

<PAGE>

           Agreement and Subsections 6.6(h)(3) and 6.6(i) below:

               (i)  The entire death benefit shall be distributed to the
               Participant's Beneficiaries by December 31st of the calendar
               year in which the fifth anniversary of the Participant's death
               occurs;

               (ii) The 5-year distribution requirement of (i) above shall
               not apply to any portion of the deceased Participant's
               interest which is payable to or for the benefit of a
               designated Beneficiary. In such event, such portion shall be
               distributed over the life of such designated Beneficiary (or
               over a period not extending beyond the life expectancy of such
               designated Beneficiary) provided such distribution begins not
               later than December 31st of the calendar year immediately
               following the calendar year in which the Participant died;

               (iii) However, in the event the Participant's spouse
               (determined as of the date of the Participant's death) is his
               designated Beneficiary, the provisions of (ii) above shall
               apply except that the requirement that distributions commence
               within one year of the Participant's death shall not apply. In
               lieu thereof, distributions must commence on or before the
               later of: (1) December 31st of the calendar year immediately
               following the calendar year in which the Participant died; or
               (2) December 31st of the calendar year in which the
               Participant would have attained age ; 70 1/2. If the surviving
               spouse dies before distributions to such spouse begin, then
               the 5-year distribution requirement of this Section shall
               apply as if the spouse was the Participant.

           (3) Notwithstanding subparagraph (2) above, or any selections made
      in the Adoption Agreement, if a participant's death benefits are to be
      paid in the form of a Pre-Retirement Survivor Annuity, then
      distributions to the Participant's surviving spouse must commence on or
      before the later of: (1) December 31st of the calendar year immediately
      following the calendar year in which the Participant died; or (2)
      December 31st of the calendar year in which the Participant would have
      attained age 70 1/2.

      (i)   For purposes of Section 6.6(h)(2), the election by a designated
      Beneficiary to be excepted from the 5-year distribution requirement (if
      permitted in the Adoption Agreement) must be made no later than
      December 31st of the calendar year following the calendar year of the
      Participant's death. Except, however, with respect to a designated
      Beneficiary who is the Participant's surviving spouse, the election
      must be made by the earlier of: (1) December 31st of the calendar year
      immediately following the calendar year in which the Participant died
      or, if later, the calendar year in which the Participant would have
      attained age 70 1/2; or (2) December 31st of the calendar year which
      contains the fifth anniversary of the date of the Participant's death.
      An election by a designated Beneficiary must be in writing and shall be
      irrevocable as of the last day of the election period stated herein. In
      the absence of an election by the Participant or a designated
      Beneficiary, the 5-year distribution requirement shall apply.

      (j)  For purposes of this Section, the life expectancy of a Participant
      and a Participant's spouse (other than in the case of a life annuity)
      shall or shall not be redetermined annually as provided in the Adoption
      Agreement and in accordance with Regulations. If the Participant or the
      Participant's spouse may elect, pursuant to the Adoption Agreement, to
      have life expectancies recalculated, then the election, once made shall
      be irrevocable. If no election is made by the time distributions must
      commence, then the life expectancy of the Participant and the
      Participant's spouse shall not be subject to recalculation. Life
      expectancy and joint and last survivor expectancy shall be computed
      using the return multiples in Tables V and VI of Regulation Section
      1.72-9.

      (k)  In the event that less than 100% of a Participant's interest in
      the Plan is distributed to such Participant's spouse, the

<PAGE>

      portion of the distribution attributable to the Participant's Voluntary
      Contribution Account shall be in the same proportion that the
      Participant's Voluntary Contribution Account bears to the Participant's
      total interest in the Plan.

      (l)  Subject to the spouse's right of consent afforded under the Plan,
      the restrictions imposed by this Section shall not apply if a
      Participant has, prior to January 1, 1984, made a written designation
      to have his death benefits paid in an alternative method acceptable
      under Code Section 401(a) as in effect prior to the enactment of the
      Tax Equity and Fiscal Responsibility Act of 1982.

6.7   TIME OF SEGREGATION OR DISTRIBUTION

      Except as limited by Sections 6.5 and 6.6, whenever a distribution is
to be made, or a series of payments are to commence, on or as of an
Anniversary Date, the distribution or series of payments may be made or begun
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 begin 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.

      Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution pursuant
to Section 6.5(d), shall be deemed to be an election to defer the
commencement of payment of any benefit sufficient to satisfy this Section.

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, first from Forfeitures, if any, and then from an
additional Employer contribution if necessary.

6.10  PRE-RETIREMENT DISTRIBUTION

      For Profit Sharing Plans and 401(k) Profit Sharing plans, if elected in
the Adoption Agreement, at such time as a Participant shall have attained the
age specified in the Adoption Agreement, the Administrator, at the election
of the Participant, shall direct the distribution of up to-the entire amount
then credited to the accounts maintained on behalf of the Participant.
However, no such distribution from the Participant's Account shall occur
prior to 100% Vesting. In the event that the Administrator makes such a
distribution, the Participant shall continue to be eligible to participate in
the Plan on the same basis as any other Employee. Any distribution made
pursuant to this Section shall be made in a manner consistent with Section
6.5, including, but not limited to, all notice and consent requirements of
Code Sections 411(a)(11) and 417 and the Regulations thereunder.

6.11  ADVANCE DISTRIBUTION FOR HARDSHIP

      (a)  For Profit Sharing Plans, if elected in the Adoption Agreement,
      the Administrator, at the election of the Participant, shall direct the
      distribution to any Participant in any one Plan Year up to the lesser
      of 100% of his Participant's Combined 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 account from
      which the distribution is made 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) or expenses necessary for these persons to
           obtain medical care;

<PAGE>

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

           (3) Funeral expenses for a member of the Participant's family;

           (4) Payment of tuition and related educational fees for the next
           12 months of post-secondary education for the Participant, his
           spouse, children, or dependents; or

           (5) 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)  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 Sections 411(a)(11) and 417 and the Regulations thereunder.

6.12  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).

6.13  SPECIAL RULE FOR NON-ANNUITY PLANS

      If elected in the Adoption Agreement, the following shall apply to a
Participant in a Profit Sharing Plan or 401(k) Profit Sharing Plan and to any
distribution, made on or after the first day of the first plan year beginning
after December 31, 1988, from or under a separate account attributable solely
to accumulated deductible employee contributions, as defined in Code Section
72(0)(5)(B), and maintained on behalf of a participant in a money purchase
pension plan, (including a target benefit plan):

      (a)  The Participant shall be prohibited from electing benefits in the
form of a life annuity;

      (b)  Upon the death of the Participant, the Participant's entire Vested
      account balances will be paid to his or her surviving spouse, or, if
      there is no surviving spouse or the surviving spouse has already
      consented to waive his or her benefit, in accordance with Section 6.6,
      to his designated Beneficiary;

      (c)  Except to the extent otherwise provided in this Section and
      Section 6.5(h), the other provisions of Sections 6.2, 6.5 and 6.6
      regarding spousal consent and the forms of distributions shall be
      inoperative with respect to this Plan.

      (d)  If a distribution is one to which Sections 401(a)(11) and 417 of
      the Internal Revenue Code do not apply, such distribution may commence
      less than 30 days after the notice required under Section
      1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

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

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

      This Section shall not apply to any Participant if it is determined
that this Plan is a direct or indirect transferee of a defined benefit plan
or money purchase plan, or a target benefit plan, stock bonus or profit
sharing plan which would otherwise provide for a life annuity form of payment
to the Participant.


                                  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 Employer
      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;

<PAGE>

      (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 this Plan may qualify as a qualified 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 transfer to a common,
      collective, or pooled trust fund maintained by any corporate Trustee
      hereunder pursuant to Revenue Ruling 81-100, 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 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 and pursuant to
      instructions from the individual designated in the Adoption Agreement
      for such purpose and subJect to the conditions set forth in the
      Adoption Agreement, shall ratably apply for, own, and pay all premiums
      on Contracts on the lives of the Participants. Any initial or
      additional Contract purchased on behalf of a Participant shall have a
      face amount of not less than $1,000, the amount set forth in the
      Adoption Agreement, or the limitation of the Insurer, whichever is
      greater. If a life insurance Contract 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 contributions and
      Forfeitures allocated to a Participant's Combined Account. For purposes
      of this limitation, ordinary life insurance Contracts are Contracts
      with both non-decreasing death benefits and non-increasing premiums. If
      term insurance or universal life insurance is purchased with such
      contributions, the aggregate premium must be 25% or less 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 Employer contributions
      and Forfeitures allocated to a Participant's Combined Account. The
      Trustee must distribute the Contracts to the Participant or convert the
      entire value of the 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.
      Notwithstanding the above, the limitations imposed herein with respect
      to the purchase of life insurance shall not apply, in the case of a
      profit Sharing Plan, to the portion of a Participant's Account that has
      accumulated for at least two (2) Plan Years.

      Notwithstanding anything hereinabove to the contrary, amounts credited
to a Participant's Qualified - voluntary Employee Contribution Account
pursuant to Section 4.9, shall not be applied to the purchase of life
insurance contracts.

      (e)  The Trustee will be the owner of any life insurance Contract
      purchased under the terms of this Plan. The Contract must provide that
      the proceeds will be payable to the Trustee; however, the Trustee shall
      be required to pay over all proceeds of the Contract to the
      Participant's designated Beneficiary in accordance with the
      distribution provisions of Article VI. A Participant's spouse will be
      the designated Beneficiary pursuant to Section 6.2, unless a qualified
      election has been made in accordance with Sections 6.5 and 6.6 of the
      Plan, if applicable. Under no circumstances

<PAGE>

      shall the Trust retain any part of the proceeds. However, the Trustee
      shall not pay the proceeds in a method that would violate the
      requirements of the Retirement Equity Act, as stated in Article VI of
      the Plan, or Code Section 401(a)(9) and the Regulations thereunder.

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 this
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 it may deem advisable any
      securities or other property received or acquired by it 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 the Insurer 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

<PAGE>

      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 any Affiliated 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 elected in the Adoption Agreement, each Participant may
      direct the Trustee to separate and keep separate all or a portion of
      his interest in the Plan; 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, and in such event, the Trustee
      shall not be responsible or liable for any loss or expense which may
      result. Any costs and expenses related to compliance with the
      Participant's directions shall be borne by the Participant's Directed
      Investment Account.

      Notwithstanding anything hereinabove to the contrary, the Trustee shall
not, at any time after December 31, 1981, invest any portion of a Directed
Investment Account in "collectibles" within the meaning of that term as
employed in Code Section 408(m).

7.4   LOANS TO PARTICIPANTS

      (a)  If specified in the Adoption Agreement, the Trustee (or, if loans
      are treated as Directed Investment pursuant to the Adoption Agreement,
      the Administrator) may, in the Trustee's (or, if applicable, the
      Administrator's) sole discretion, make loans to Participants or
      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; (3) loans shall bear a reasonable rate
      of interest; (4) loans shall be adequately secured; and (5) shall
      provide for periodic repayment over a reasonable period of time.

      (b)  Loans shall not be made to any Shareholder-Employee or
      Owner-Employee unless an exemption for such loan is obtained pursuant
      to Act Section 408 and further provided that such loan would not be
      subject to tax pursuant to Code Section 4975.

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

      (d)  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) the greater of (A) one-half (1/2) of the present value of the
           non-forfeitable accrued benefit of

<PAGE>

           the Employee under the Plan, or (B), if permitted pursuant to the
           Adoption Agreement, $10,000.

      For purposes of this limit, all plans of the Employer shall be
considered one plan. Additionally, with respect to any loan made prior to
January 1, 1987, the $50,000 limit specified in (1) above shall be unreduced.

      (e)  No Participant loan shall take into account the present value of
      such Participant's Qualified Voluntary Employee Contribution Account.

      (f)  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. Notwithstanding the foregoing, loans made prior to
      January 1, 1987 which are used to acquire, construct, reconstruct or
      substantially rehabilitate any dwelling unit which, within a reasonable
      period of time is to be used (determined at the time the loan is made)
      as a principal residence of the Participant or a member of his family
      (within the meaning of Code Section 267(c)(4)) may provide for periodic
      repayment over a reasonable period of time that may exceed five (5)
      years. Additionally, loans made prior to January 1, 1987, may provide
      for periodic payments which are made less frequently than quarterly and
      which do not necessarily result in level amortization.

      (g)  An assignment or pledge of any portion of a Participant's interest
      in the Plan and a loan, pledge, or assignment with respect to any
      insurance Contract purchased under the Plan, shall be treated as a loan
      under this Section.

      (h)  Any loan made pursuant to this Section after August 18, 1985 where
      the Vested interest of the Participant is used to secure such loan
      shall require the written consent of the Participant's spouse in a
      manner consistent with Section 6.5(a) provided the spousal consent
      requirements of such Section apply to the Plan. Such written consent
      must be obtained within the 90-day period prior to the date the loan is
      made. Any security interest herd by the Plan by reason of an
      outstanding loan to the Participant shall be taken into account in
      determining the amount of the death benefit or pre-Retirement Survivor
      Annuity. However, no spousal consent shall be required under this
      paragraph if the total accrued benefit subject to the security is not
      in excess of $3,500.

      (i)  With regard to any loans granted or renewed on or after the last
      day of the first Plan Year beginning after December 31, 1988, a
      Participant loan program shall be established which 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, including what constitutes a hardship or financial need if
           selected in the Adoption Agreement;

           (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 this plan. Furthermore, such Participant loan program may
be modified or amended in writing from time to time without the necessity of
amending this Section of the Plan.

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 set forth in
the Trustee's fee schedule (if the Trustee has such a schedule) or as 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 this Plan. In addition, the

<PAGE>

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, or its agent, 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.

      (b)  All auditing and accounting fees shall be an expense of and may, at
      the election of the Administrator, be paid from the Trust Fund.

      (c)  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 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

<PAGE>

      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.

      (a)  Notwithstanding any provision of the plan to the contrary, with
      respect to distributions made after December 31, 1992, a Participant
      shall be permitted to elect to have any "eligible rollover distribution"
      transferred directly to an "eligible retirement plan" specified by the
      Participant.  The Plan provisions otherwise applicable to distributions
      continue to apply to the direct transfer option.  The Participant shall,
      in the time and manner prescribed by the Administrator, specify the
      amount to be directly transferred and the "eligible retirement plan" to
      receive the transfer.  Any portion of a distribution which is not
      transferred shall be distributed to the Participant.

      (b)  For purposes of this Section, the term "eligible rollover
      distribution" means any distribution other than a distribution of
      substantially equal periodic payments over the life or life expectancy of
      the Participant (or joint life or joint life expectancies of the
      Participant and the designated beneficiary) or a distribution over a
      period certain of ten years or more.  Amounts required to be distributed
      under Code Section 401(a)(9) are not eligible rollover distributions.
      The direct transfer option described in subsection (a) applies only to
      eligible rollover distributions which would otherwise be includable in
      gross income if not transferred.

      (c)  For.purposes of this Section, the term "eligible retirement plan"
      means an individual retirement account as described in Code Section
      408(a), an individual retirement annuity as described in Code Section
      408(b), an annuity plan as described in Code Section 403(a), or a defined
      contribution plan as described in Code Section 401(a) which is exempt
      from tax under Code Section 501(a) and which accepts rollover
      distributions.

      (d)  The election described in subsection (a) also applies to the
      surviving spouse after the Participant's death; however, distributions to
      the surviving spouse may only be transferred to an individual retirement
      account or individual retirement annuity.  For purposes of subsection
      (a), a spouse or former spouse who is the alternate payee under a
      qualified domestic relations order as defined in Code Section 414(p) will
      be treated as the Participant.

7.11  TRUSTEE INDEMNIFICATION

      The Employer agrees to indemnify and save harmless the Trustee against
any and all claims, losses, damages, expenses and liabilities the Trustee may
incur in the exercise and performance of the Trustee's powers and duties
hereunder, unless the same are determined to be due to gross negligence or
willful misconduct.

7.12  EMPLOYER SECURITIES AND REAL PROPERTY

      The Trustee shall be empowered to acquire and hold "qualifying Employer
securities" and "qualifying Employer real property," as those terms are
defined in the Act. However, no more than 100%, in the case of a Profit
Sharing Plan or 401(k) Plan or 10%, in the case of a Money Purchase Plan of
the fair market value of all the assets in the Trust Fund

<PAGE>

may be invested in "qualifying Employer securities" and "qualifying Employer
real property".

                                  ARTICLE VIII
                     AMENDMENT, TERMINATION, AND MERGERS

8.1   AMENDMENT

      (a)  The Employer shall have the right at any time to amend this 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 amendment affects the duties of the Trustee
      hereunder.

      (b)  The Employer may (1) change the choice of options in the Adoption
      Agreement, (2) add overriding language in the Adoption Agreement when
      such language is necessary to satisfy Code Sections 415 or 416 because of
      the required aggregation of multiple plans, and (3) add certain model
      amendments published by the Internal Revenue Service which specifically
      provide that their adoption will not cause the Plan to be treated as an
      individually designed plan. An Employer that amends the Plan for any
      other reason, including a waiver of the minimum funding requirement under
      Code Section 412(d), will no longer participate in this Regional
      Prototype Plan and will be considered to have an individually designed
      plan.

      (c)  The Employer expressly delegates authority to the sponsoring
      organization of this Plan, the right to amend this Plan by submitting a
      copy of the amendment to each Employer who has adopted this Plan after
      first having received a ruling or favorable determination from the
      Internal Revenue Service that the Plan as amended qualifies under Code
      Section 401(a) and the Act.

      (d)  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.

      (e)  Except as permitted by Regulations (including Regulation
      1.411(d)-4), 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 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 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 if
      permitted in the Adoption Agreement) or through the purchase of
      irrevocable nontransferable deferred commitments from the Insurer. Except
      as permitted by Regulations, the termination of the Plan shall not result
      in the reduction of "Section 411(d)(6) protected benefits" as described
      in Section 8.1.

8.3   MERGER OR CONSOLIDATION

      This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan 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
merger or consolidation does not otherwise result in the elimination or
reduction of any "Section 411(d)(6) protected benefits" as described in Section
8.l(e).

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1   EMPLOYER ADOPTIONS

<PAGE>

      (a)  Any organization may become the Employer hereunder by executing the
      Adoption Agreement in form satisfactory to the Trustee, and it shall
      provide such additional information as the Trustee may require. The
      consent of the Trustee to act as such shall be signified by its execution
      of the Adoption Agreement.

      (b)  Except as otherwise provided in this Plan, the affiliation of the
      Employer and the participation of its Participants shall be separate and
      apart from that of any other employer and its participants hereunder.

9.2   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.

9.3   ALIENATION

      (a)  Subject to the exceptions provided below, no benefit which shall be
      payable 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
      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, for any reason, under any provision
      of this 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 to
      be distributed as shall equal such indebtedness shall be paid to the
      Plan, to apply against or discharge such indebtedness. prior to making a
      payment, however, the Participant or Beneficiary must be given written
      notice by the Administrator that such 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 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.

9.4   CONSTRUCTION OF PLAN

      This plan and Trust shall be construed and enforced according to the
Act and the laws of the State or Commonwealth in which the Employer's
principal office is located, other than its laws respecting choice of law, to
the extent not pre-empted by the Act.

9.5   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.

9.6   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.

9.7   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

<PAGE>

      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 a contribution under a mistake
      of act pursuant to Section 403(c)(2)(A) of the Act, the Employer may
      demand repayment of such 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 contributions may not be returned to the Employer but
      any losses attributable thereto must reduce the amount so returned.

9.8   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.

9.9   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

      Neither the Employer nor the Trustee, 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.

9.10  INSURER'S PROTECTIVE CLAUSE

      The 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.
9.11  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 this Plan, shall, to the extent thereof,
be in full satisfaction of all claims hereunder against the Trustee and the
Employer.

9.12  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.

9.13  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

      The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee, and (4) any Investment Manager appointed
hereunder. 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 the
elective provisions of the Adoption Agreement 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.
9.14  HEADINGS

<PAGE>

      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.
9.15  APPROVAL BY INTERNAL REVENUE SERVICE

      (a)  Notwithstanding anything herein to the contrary, if, pursuant to a
      timely application filed by or in behalf of the Plan, the Commissioner of
      Internal Revenue Service or his delegate should determine that the Plan
      does not initially qualify as a tax-exempt plan under Code Sections 401
      and 501, and such determination is not contested, or if contested, is
      finally upheld, then if the Plan is a new plan, it - shall be void ab
      initio and all amounts contributed to the Plan, by the Employer, less
      expenses paid, shall be returned within one year and the Plan shall
      terminate, and the Trustee shall be discharged from all further
      obligations. If the disqualification relates to an amended plan, then the
      Plan shall operate as if it had not been amended and restated. In the
      event that a contribution is made to the Plan conditioned upon
      qualification of the Plan as amended, such contribution must be returned
      to Employer upon the determination that the amended Plan fails to qualify
      under the Code.

      (b)  Except as specifically stated in the Plan, 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 a
      final determination of the disallowance, whether by agreement with the
      Internal Revenue Service or by final decision of a court of competent
      jurisdiction, 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.

9.16  UNIFORMITY

      All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

9.17  PAYMENT OF BENEFITS
      Benefits under this Plan shall be paid, subject to Section 6.10 and
Section 6.11 only upon death, Total and Permanent Disability, normal or early
retirement, termination of employment, or upon Plan Termination.

                                   ARTICLE X
                            PARTICIPATING EMPLOYERS

10.1  ELECTION TO BECOME A PARTICIPATING EMPLOYER
      Notwithstanding anything herein to the contrary, with the consent of
the Employer and Trustee, any Affiliated Employer 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 Participating Employer shall be required to select the same
      Adoption Agreement provisions as those selected by the Employer other
      than the Plan Year, the Fiscal Year, and such other items that must, by
      necessity, vary among employers.

      (b)  Each such Participating Employer shall be required to use the same
      Trustee as provided in this Plan.

      (c)  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.

      (d)  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.

      (e)  Any expenses of the Plan 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.

<PAGE>

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 AND FORFEITURES

      Any contribution or Forfeiture 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

      Except in the case of a Standardized Plan, any Participating Employer
shall be permitted to discontinue or revoke its participation in the Plan at
any time. 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.l(e). 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 Fund 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 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 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 be required to reimburse the contributing
Participating Employers.

                                   ARTICLE XI
                           CASH OR DEFERRED PROVISIONS

      Notwithstanding any provisions in the Plan to the contrary, the
provisions of this Article shall apply with respect to any 401(k) Profit
Sharing Plan.

      Not withstanding anything in this Article to the contrary, effective as
of the Plan Year in which this amendment becomes effective, the Actual
Deferral Percentage Test shall be applied (and adjusted) by applying the
Family Member aggregation rules of Code Section 414(q)(6).

11.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

      For each Plan Year, the Employer shall contribute to the Plan:

<PAGE>

      (a)  The amount of the total salary reduction elections of all
      Participants made pursuant to Section 11.2(a), which amount shall be
      deemed an Employer's Elective Contribution, plus

      (b)  If specified in E3 of the Adoption Agreement, a matching
      contribution equal to the percentage specified in the Adoption Agreement
      of the Deferred Compensation of each Participant eligible to share in the
      allocations of the matching contribution, which amount shall be deemed an
      Employer's Non-Elective or Elective Contribution as selected in the
      Adoption Agreement, plus

      (c)  If specified in E4 of the Adoption Agreement, a discretionary
      amount, if any, which shall be deemed an Employer's Non-Elective
      Contribution, plus

      (d)  If specified in E5 of the Adoption Agreement, a Qualified
      Non-Elective Contribution.

      (e)  Notwithstanding the foregoing, however, the Employer's contributions
      for any Fiscal 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.

      (g)  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.

11.2  PARTICIPANT'S SALARY REDUCTION ELECTION

      (a)  If selected in the Adoption Agreement, each Participant may elect to
      defer his Compensation which would have been received in the Plan Year,
      but for the deferral election, subject to the limitations of this Section
      and the Adoption Agreement. 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. Any elections made pursuant to this Section shall become
      effective as soon as is administratively feasible.

      Additionally, if elected in the Adoption Agreement, each Participant
may elect to defer and have allocated for a Plan Year all or a portion of any
cash bonus attributable to services performed by the Participant for the
Employer during such Plan Year and which would have been received by the
Participant on or before two and one-half months following the end of the
Plan Year but for the deferral. A deferral election may not be made with
respect to cash bonuses which are currently available on or before the date
the Participant executed such election. Notwithstanding the foregoing, cash
bonuses attributable to services performed by the Participant during a Plan
Year but which are to be paid to the Participant later than two and one-half
months after the close of such Plan Year will be subjected to whatever
deferral election is in effect at the time such cash bonus would have
otherwise been received.

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

      Once made, a Participant's election to reduce Compensation shall remain
in effect until modified or terminated. Modifications may be made as
specified in the Adoption Agreement, and terminations may be made at any
time. Any modification or termination of an election will become effective as
soon as is administratively feasible.

      (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 and Qualified
      Non-Elective Account may be distributable as permitted under the Plan,
      but in no event prior to the earlier of:

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

<PAGE>

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

           (3) the proven financial hardship of a Participant, subject to
           the limitations of Section 11.8;

           (4) 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;

           (5) the date of the sale 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)) with respect to a
           Participant who continues employment with the corporation acquiring
           such assets; or

           (6) the date of the sale by the Employer or an Affiliated
           Employer of its interest in a subsidiary (within the meaning of Code
           Section 409(d)(3)) to an entity that is not an Affiliated Employer
           with respect to a Participant who continues employment with such
           subsidiary.

      (d)  In any Plan Year beginning after December 31, 1986, 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
      the limitation imposed by Code Section 402(g), as in effect for the
      calendar year in which such Plan Year began.  If such dollar limitation
      is exceeded solely from elective deferrals made under this Plan or any
      other Plan maintained by the Employer, a Participant will be deemed to
      have notified the Administrator of such excess amount which shall be
      distributed in a manner consistent with Section 11.2(f). 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
      pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any other plan
      maintained by the Employer or from his Participant's Elective Account
      pursuant to Section 11.8, 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, made
      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 1st 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
      shall 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.
      Distributions in accordance with this paragraph may be made for any
      taxable year of the Participant which begins after December 31, 1986. 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

<PAGE>

           Plan received the Excess Deferred Compensation; and

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

      Any distribution under this Section 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.  However, any such matching contributions which are
not vested shall be forfeited in lieu of being distributed.

      For the purpose of this Section, "Income" means the amount of income or
loss allocable to a Participant's Excess Deferred Compensation and shall be
equal to the sum of the allocable gain or loss for the taxable year of the
Participant and the allocable gain or loss for the period between the end of
the taxable year of the Participant and the date of distribution ("gap
period"). The income or loss allocable to each such period is calculated
separately and is determined by multiplying the income or loss allocable to
the Participant's Deferred Compensation for the respective period by a
fraction. The numerator of the fraction is the Participant's Excess Deferred
Compensation for the taxable year of the Participant. The denominator is the
balance, as of the last day of the respective period, of the Participant's
Elective Account that is attributable to the Participant's Deferred
Compensation reduced by the gain allocable to such total amount for the
respective period and increased by the loss allocable to such total amount
for the respective period.

      In lieu of the "fractional method" described above, a "safe harbor
method" may be used to calculate the allocable income or loss for the "gap
period". Under such "safe harbor method", allocable income or loss for the
"gap period" shall be deemed to equal ten percent (10%) of the income or loss
allocable to a Participant's Excess Deferred Compensation for the taxable
year of the Participant 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 or loss 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".

      Notwithstanding the above, for any distribution under this Section
which is made after August 15, 1991, such distribution shall not include any
income for the "gap period".  Further provided, for any distribution under
this Section which is made after August 15, 1991, the amount of Income may be
computed using a reasonable method that is consistent with Section 4.3(c),
provided such method is used consistently for all Participants and for all
such distributions for the Plan Year.

      Notwithstanding the above, for the 1987 calendar year, Income during
the "gap period" shall not be taken into account.

      (g)  Notwithstanding the above, a Participant's Excess Deferred
      Compensation shall be reduced, but not below zero, by any distribution
      and/or recharacterization of Excess Contributions pursuant to Section
      11.5(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 benefits to the
      Participant or his Beneficiary.
      (i)  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 11.3 have been made.

      (j)  The Employer and the Administrator shall adopt a procedure necessary
      to implement the salary reduction elections provided for herein.

11.3  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, or other valuation 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 11.l(a), to

<PAGE>

           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 Matching Contribution made
           pursuant to Section 11.l(b), to each Participant's Account, or
           Participant's Elective Account as selected in E3 of the Adoption
           Agreement, in accordance with Section 11.1(b).

      Except, however, a Participant who is not credited with a Year of
Service during any Plan Year shall or shall not share in the Employer's
Matching Contribution for that year as provided in E3 of the Adoption
Agreement. However, for Plan Years beginning after 1989, if this is a
standardized Plan, a Participant shall share in the Employer's Matching
Contribution regardless of Hours of Service.

           (3) With respect to the Employer's Non-Elective Contribution
           made pursuant to Section 11.l(c), to each Participant's Account in
           accordance with the provisions of Sections 4.3(b)(2) or 4.3(b)(3),
           whichever is applicable, 4.3(k) and 4.3(1).

           (4) With respect to the Employer's Qualified Non-Elective
           Contribution made pursuant to Section 11.l(d), to each Participant's
           Qualified Non-Elective Contribution Account in the same proportion
           that each such Participant's compensation for the year bears to the
           total compensation of all Participants for such year. However, for
           any Plan Year beginning prior to January 1, 1990, and if elected in
           the non-standardized Adoption Agreement for any Plan Year beginning
           on or after January 1, 1990, a Participant who is not credited with
           a Year of Service during any Plan Year shall not share in the
           Employer's Qualified Non-Elective Contribution for that year, unless
           required pursuant to Section 4.3(h). In addition, the provisions of
           Sections 4.3(k) and 4.3(1) shall apply with respect to the
           allocation of the Employer's Qualified Non-Elective contribution.

      (c)  Notwithstanding anything in the Plan to the contrary, for Plan Years
      beginning after December 31, 1988, in determining whether a Non-Key
      Employee has received the required minimum allocation pursuant to section
      4.3(f) such Non-Key Employee's Deferred Compensation and matching
      contributions used to satisfy the "Actual Deferral Percentage" test
      pursuant to Section 11.4(a) or the "Actual Contribution Percentage" test
      of Section 11.6(a) shall not be taken into account.

      (d)  Notwithstanding anything herein to the contrary, participants who
      terminated employment 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.

      (e)  Notwithstanding anything herein to the contrary (other than Sections
      11.3(d) and 11.3(g)), any Participant who terminated employment during
      the Plan Year for reasons other than death, Total and Permanent
      Disability, or retirement shall or shall not share in the allocations of
      the Employer's Matching Contribution made pursuant to Section 11.l(b),
      the Employer's Non-Elective Contributions made pursuant to Section
      11.1(c), the Employer's Qualified Non-Elective Contribution made pursuant
      to Section 11.l(d), and Forfeitures as provided in the Adoption
      Agreement. Notwithstanding the foregoing, for Plan Years beginning after
      1989, if this is a standardized Plan, any such terminated Participant
      shall share in such allocations provided the terminated Participant
      completed more than 500 Hours of Service.

      (f)  Notwithstanding anything herein to the contrary, Participants
      terminating for reasons of death, Total and Permanent Disability, or
      retirement shall share in the allocation of the Employer's Matching
      Contribution made pursuant to Section 11.l(b), the Employer's
      Non-Elective Contributions made pursuant to Section 11.l(c), the
      Employer's Qualified Non-Elective Contribution made pursuant to Section
      11.1(d), and Forfeitures as provided in this Section regardless of
      whether they completed a Year of Service during the Plan Year.

      (g)  Notwithstanding any election in the Adoption Agreement to the
      contrary, if this is a non-standardized 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 matching
      Contributions made pursuant to Section 11.l(b), Employer Non-Elective
      Contributions made pursuant to Section 11.l(c) or Employer Qualified
      Non-Elective Contributions made pursuant to Section 11.l(d) have not been
      allocated to a sufficient number or percentage of

<PAGE>

      Participants for a Plan Year, then the following rules shall apply:

           (1) The group of Participants eligible to share in the respective
           contributions 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 be come 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 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.

11.4  ACTUAL DEFERRAL PERCENTAGE TESTS

      (a)  Maximum Annual Allocation: For each Plan Year beginning after
      December 31, 1986, the annual allocation derived from Employer Elective
      Contributions and Qualified Non-Elective Contributions to a Participant's
      Elective Account and Qualified Non-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, for Plan Years beginning after December 31, 1988, to prevent
the multiple use of the alternative method described in (2) above and Code
Section 401(m)(9)(A), any Highly Compensated Participant eligible to make
elective deferrals pursuant to Section 11.2 and to make Employee
contributions or to receive matching contributions under this Plan or 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 and Qualified Non-Elective
      Contributions allocated to each Participant's Elective Account and
      Qualified Non-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, for
      Plan Years beginning after December 31, 1988, shall be calculated to the
      nearest one-hundredth of one percent of the Participant's "414(s)
      Compensation". 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 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, the following shall apply:

<PAGE>

           (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" for Plan Years beginning after December 31,
           1988, 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 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 401(b)(2)(A)(ii) as in
      effect for Plan Years beginning after December 31, 1988), 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 401(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, for Plan Years beginning after December 31,
1988, 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).

      (e)  For the purposes of this Section, if a Highly Compensated
      Participant is a Participant under two (2) 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)
      for Plan Years beginning after December 31, 1988) 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, for Plan Years beginning after December
      31, 1988, 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.

11.5  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

      In the event that the initial allocations of the Employer's Elective
Contributions and Qualified Non-Elective Contributions do not satisfy one of
the tests set forth in Section 11.4, for Plan Years beginning after December
31, 1986, 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 and/or at his election recharacterized as a voluntary
      Employee contribution pursuant to Section 4.7 until one of the tests set
      forth in Section 11.4 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 11.4 is satisfied.
      For each Highly Compensated participant, the amount of

<PAGE>

      Excess Contributions is equal to the Elective Contributions and
      Qualified Non-Elective Contributions made 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
      and/or recharacterized 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. Any distribution and/or recharacterization of
      Excess Contributions shall be made in accordance with the following:

           (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. However, any such matching contributions
               which are not Vested shall be forfeited in lieu of being
               distributed;

               (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.

               (iv) shall be adjusted for Income; and

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

           (2) With respect to the recharacterization of Excess
           Contributions pursuant to (a) above, such recharacterized amounts:
               (i)  shall be deemed to have occurred on the date on which the
               last of those Highly Compensated Participants with Excess
               Contributions to be recharacterized is notified of the
               recharacterization and the tax consequences of such
               recharacterization;

               (ii) for Plan Years ending on or before August 8, 1988, may be
               postponed but not later than October 24, 1988;

               (iii) shall not exceed the amount of Deferred Compensation on
               behalf of any Highly Compensated Participant for any Plan Year;

               (iv) shall be treated as voluntary Employee contributions for
               purposes of Code Section 401(a)(4) and Regulation 1.401(k)-l(b).
               However, for purposes of Sections 2.2 and 4.3(f), recharacterized
               Excess Contributions continue to be treated as Employer
               contributions that are Deferred Compensation. For Plan Years
               beginning after December 31, 1988, Excess Contributions
               recharacterized as voluntary Employee contributions shall
               continue to be nonforfeitable and subject to the same
               distribution rules provided for in Section 11.2(c);

               (v)  which relate to Plan Years ending on or before October 24,
               1988, may be treated as either Employer contributions or

<PAGE>

               voluntary Employee contributions and therefore shall not be
               subject to the restrictions of Section 11.2(c);

               (vi) are not permitted if the amount recharacterized plus
               voluntary Employee contributions actually made by such Highly
               Compensated Participant, exceed the maximum amount of voluntary
               Employee contributions (determined prior to application of
               Section 11.6) that such Highly Compensated participant is
               permitted to make under the Plan in the absence of
               recharacterization;

               (vii) shall be adjusted for Income.

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

           (4) 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
               11.4(c)(l)(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 11.4(c)(l)(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 shall 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 11.4(a). Such contribution
      shall be allocated to the Participant's Qualified Non-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.

      (c)  For purposes of this Section, "Income" means the income or loss
      allocable to Excess Contributions which shall equal the sum of the
      allocable gain or loss for the Plan Year and the allocable gain or loss
      for the period between the end of the Plan Year and the date of
      distribution ("gap period"). The income or loss allocable to Excess
      Contributions for the Plan Year and the "gap period" is calculated
      separately and is determined by multiplying the income or loss for the
      Plan Year or the "gap period" by a fraction. The numerator of the
      fraction is the Excess Contributions for the Plan Year. The denominator
      of the fraction is the total of the Participant's Elective Account
      attributable to Elective Contributions and the Participant's Qualified
      Non-Elective Account

<PAGE>

      as of the end of the Plan Year or the "gap period", reduced by the gain
      allocable to such total amount for the Plan Year or the "gap period"
      and increased by the loss allocable to such total amount for the Plan
      Year or the "gap period".

      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
Contributions for the Plan Year of the Participant 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.

      Notwithstanding the above, for any distribution under this Section
which is made after August 15, 1991, such distribution shall not include any
income for the "gap period".  Further provided, for any distribution under
this Section which is made after August 15, 1991, the amount of Income may be
computed using a reasonable method that is consistent with Section 4.3(c),
provided such method is used consistently for all Participants and for all
such distributions for the Plan Year.

      Notwithstanding the above, for Plan Years which began in 1987, Income
during the "gap period" shall not be taken into account.

      (d)  Any amounts not distributed or recharacterized within 2 1/2 months
      after the end of the Plan Year shall be subject to the 10% Employer
      excise tax imposed by Code Section 49?9.

11.6  ACTUAL CONTRIBUTION PERCENTAGE TESTS

      (a)  The "Actual Contribution Percentage", for Plan Years beginning after
      the later of the Effective Date of this Plan or December 31, 1986, for
      the Highly Compensated Participant group shall not exceed the greater of:

           (1) 125 percent of such percentage for the Non-Highly
           Compensated Participant group; or

           (2) the lesser of 200 percent of such percentage for the
           Non-Highly Compensated Participant group, or such percentage for the
           Non-Highly Compensated Participant group plus 2 percentage points.
           However, for Plan Years beginning later December 31, 1988, to
           prevent the multiple use of the alternative method described in this
           paragraph and Code Section 401(m)(9)(A), any Highly Compensated
           Participant eligible to make elective deferrals pursuant to Section
           11.2 or any other cash or deferred arrangement maintained by the
           Employer or an Affiliated Employer and to make Employee
           contributions or to receive matching contributions under any 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 Code Section 401(m) and Regulations 1.401(m)-l(b)
           and 1.401(m)-2 are incorporated herein by reference.

      (b)  For the purposes of this Section and Section 11.7, "Actual
      Contribution Percentage" for a Plan Year means, with respect to the
      Highly Compensated Participant group and Non-Highly Compensated
      Participant group, the average of the ratios (calculated separately for
      each Participant in each group) of:

           (1) the sum of Employer matching contributions made pursuant to
           Section 11.l(b) (to the extent such matching contributions are not
           used to satisfy the tests set forth in Section 11.4), voluntary
           Employee contributions made pursuant to Section 4.7 and Excess
           Contributions recharacterized as voluntary Employee contributions
           pursuant to Section 11.5 on behalf of each such Participant for such
           Plan Year; to

           (2) the Participant's "414(s) Compensation" for such Plan Year.

      (c)  For purposes of determining the "Actual Contribution Percentage" and
      the amount of Excess Aggregate Contributions pursuant to Section 11.7(d),
      only Employer matching contributions (excluding matching contributions
      forfeited or distributed pursuant to Section 11.2(f), 11.5(a), or
      11.7(a)) contributed to the Plan prior to the end of the succeeding Plan
      Year shall be considered.  In addition, the Administrator may elect to
      take into account, with respect to Employees eligible to have Employer
      matching contributions made pursuant to Section 11.1(b) or voluntary
      Employee contributions made pursuant to Section 4.7 allocated to their
      accounts, elective deferrals (as defined in Regulation 1.402(g)-l(b)) and
      qualified

<PAGE>

      non-elective contributions (as defined in Code Section 401(m)(4)(C))
      contributed to any plan maintained by the Employer.  Such elective
      deferrals and qualified non-elective contributions shall be treated as
      Employer matching contributions subject to Regulation 1.401(m)-l(b)(2)
      which is incorporated herein by reference.  However, for Plan Years
      beginning after December 31, 1988, the Plan Year must be the same as
      the plan year of the plan to which the elective deferrals and the
      qualified non-elective contributions are made.

      (d)  For the purpose of determining the actual contribution ratio of a
      Highly Compensated Employee who is subject to the Family Member
      aggregation rules of Code Section 414(q)(6) because such Employee 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 contribution 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
           matching contributions made pursuant to Section 11.l(b) (to the
           extent such matching contributions are not used to satisfy the tests
           set forth in Section 11.4), voluntary Employee contributions made
           pursuant to Section 4.7, Excess Contributions recharacterized as
           voluntary Employee contributions pursuant to Section 11.5 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 matching
           contributions made pursuant to Section 11.l(b) (to the extent such
           matching contributions are not used to satisfy the tests set forth
           in Section 11.4), voluntary Employee contributions made pursuant to
           Section 4.7, Excess Contributions recharacterized as voluntary
           Employee contributions pursuant to Section 11.5 and "414(s)
           Compensation" of all eligible Family Members (including Highly
           Compensated Participants). However, in applying the $200,000 limit
           to "414(s) Compensation" for Plan Years beginning after December 31,
           1988, 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 matching contributions made pursuant to Section
           11.l(b) (to the extent such matching contributions are not used to
           satisfy the tests set forth in Section 11.4), voluntary Employee
           contributions made pursuant to Section 4.7, Excess Contributions
           recharacterized as voluntary Employee contributions pursuant to
           Section 11.5 and "414(s) Compensation" of all Family Members shall
           be disregarded for purposes of determining the "Actual Contribution
           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.

      (e)  For purposes of this Section and Code Sections 401(a)(4), 410(b) and
      401(m), if two or more plans of the Employer to which matching
      contributions, Employee contributions, or both, are made are treated as
      one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than
      the average benefits test under Code Section 410(b)(2)(A)(ii) as in
      effect for Plan Years beginning after December 31, 1988), such plans
      shall be treated as one plan. In addition, two or more plans of the
      Employer to which matching contributions, Employee contributions, or
      both, are made may be considered as a single plan for purposes of
      determining whether or not such plans satisfy Code Sections 401(a)(4),
      410(b) and 401(m). In such a case, the aggregated plans must satisfy this
      Section and Code Sections 401(a)(4), 410(b) and 401(m) as though such
      aggregated plans were a single plan. For plan years beginning after
      December 31, 1989, plans may be aggregated under this paragraph only if
      they have the same plan year.

      Notwithstanding the above, for Plan Years beginning after December 31,
1988, an employee stock ownership plan described in Code Section 4975(e)(7) may
not be aggregated with this Plan for purposes of determining whether the
employee stock

<PAGE>

ownership plan or this Plan satisfies this Section and Code
Sections 401(a)(4), 410(b) and 401(m).

      (f)  If a Highly Compensated Participant is a Participant under two or
      more plans (other than an employee stock ownership plan as defined in
      Code Section 4975(e)(7) for Plan Years beginning after December 31, 1988)
      which are maintained by the Employer or an Affiliated Employer to which
      matching contributions, Employee contributions, or both, are made, all
      such contributions on behalf of such Highly Compensated Participant shall
      be aggregated for purposes of determining such Highly Compensated
      Participant's actual contribution ratio. However, for Plan Years
      beginning after December 31, 1988, if the plans have different plan
      years, this paragraph shall be applied by treating all plans ending with
      or within the same calendar year as a single plan.

      (g)  For purposes of Section 11.6(a) and 11.7, a Highly Compensated
      Participant and a Non-Highly Compensated Participant shall include any
      Employee eligible to have matching contributions made pursuant to Section
      11.l(b) (whether or not a deferred election was made or suspended
      pursuant to Section 11.2(e)) allocated to his account for the Plan Year
      or to make salary deferrals pursuant to Section 11.2 (if the Employer
      uses salary deferrals to satisfy the provisions of this Section) or
      voluntary Employee contributions pursuant to Section 4.7 (whether or not
      voluntary Employee contributions are made) allocated to his account for
      the Plan Year.

      (h)  For purposes of this Section, "Matching Contribution" shall mean an
      Employee contribution made to the Plan, or to a contract described in
      Code Section 403(b), on behalf of a Participant on account of an Employee
      contribution made by such Participant, or on account of a participant's
      deferred compensation, under a plan maintained by the Employer.

11.7  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

      (a)  In the event that for Plan Years beginning after December 31,
      1986, the "Actual Contribution Percentage" for the Highly Compensated
      Participant group exceeds the "Actual Contribution Percentage" for the
      Non-Highly Compensated Participant group pursuant to Section 11.6(a),
      the Administrator (on or before the fifteenth day of the third month
      following the end of the Plan Year, but in no event later than the
      close of the following Plan Year) shall direct the Trustee to
      distribute to the Highly Compensated Participant having the highest
      actual contribution ratio, his portion of Excess Aggregate
      Contributions (and Income allocable to such contributions) or, if
      forfeitable, forfeit such non-Vested Excess Aggregate Contributions
      attributable to Employer matching contributions (and Income allocable
      to such Forfeitures) until either one of the tests set forth in Section
      11.6(a) is satisfied, or until his actual contribution ratio equals the
      actual contribution ratio of the Highly Compensated Participant having
      the second highest actual contribution ratio. This process shall
      continue until one of the tests set forth in Section 11.6(a) is
      satisfied. The distribution and/or Forfeiture of Excess Aggregate
      Contributions shall be made in the following order:

           (1) Employer matching contributions distributed and/or forfeited
           pursuant to Section 11.5(a)(1);

           (2) Voluntary Employee contributions including Excess
           Contributions recharacterized as voluntary Employee contributions
           pursuant to Section 11.5(a)(2);

           (3) Remaining Employer matching contributions.

      (b)  Any distribution or Forfeiture of less than the entire amount of
      Excess Aggregate Contributions (and Income) shall be treated as a pro
      rata distribution of Excess Aggregate Contributions and Income.
      Distribution of Excess Aggregate Contributions shall be designated by the
      Employer as a distribution of Excess Aggregate Contributions (and
      Income). Forfeitures of Excess Aggregate Contributions shall be treated
      in accordance with Section 4.3. However, no such Forfeiture may be
      allocated to a Highly Compensated Participant whose contributions are
      reduced pursuant to this Section.

      (c)  Excess Aggregate Contributions attributable to amounts other than
      voluntary Employee contributions, including forfeited matching
      contributions, shall be treated as Employer contributions for purposes of
      Code Sections 404 and 415 even if distributed from the Plan.

      (d)  For the purposes of this Section and Section 11.6, "Excess Aggregate
      Contributions" means, with respect to any Plan Year, the excess of:

           (1) the aggregate amount of Employer matching contributions made
           pursuant to Section 11.l(a)

<PAGE>

           (to the extent such contributions are taken into account pursuant
           to Section 11.6(a)), voluntary Employee contributions made
           pursuant to Section 4.7, Excess Contributions recharacterized as
           voluntary Employee contributions pursuant to Section 11.5 and any
           Qualified Non-Elective Contributions or elective deferrals taken
           into account pursuant to Section 11.6(c) actually made on behalf
           of the Highly Compensated Participant group for such Plan Year,
           over

           (2) the maximum amount of such contributions permitted under the
           limitations of Section 11.6(a).

      (e)  For each Highly Compensated Participant, the amount of Excess
      Aggregate Contributions is equal to the total Employer matching
      contributions made pursuant to Section 11.l(b) (to the extent taken into
      account pursuant to Section 11.6(a)), voluntary Employee contributions
      made pursuant to Section 4.7, Excess Contributions recharacterized as
      voluntary Employee contributions pursuant to Section 11.5 and any
      Qualified Non-Elective Contributions or elective deferrals taken into
      account pursuant to Section 11.6(c) on behalf of the Highly Compensated
      Participant (determined prior to the application of this paragraph) minus
      the amount determined by multiplying the Highly Compensated Participant's
      actual contribution ratio (determined after application of this
      paragraph) by his "414(s) Compensation". The actual contribution ratio
      must be rounded to the nearest one-hundredth of one percent for Plan
      Years beginning after December 31, 1988. In no case shall the amount of
      Excess Aggregate Contribution with respect to any Highly Compensated
      Participant exceed the amount of Employer matching contributions made
      pursuant to Section 11.l(b) (to the extent taken into account pursuant to
      Section 11.6(a)), voluntary Employee contributions made pursuant to
      Section 4.7, Excess Contributions recharacterized as voluntary Employee
      contributions pursuant to Section 11.5 and any Qualified Non-Elective
      Contributions or elective deferrals taken into account pursuant to
      Section 11.6(c) on behalf of such Highly Compensated participant for such
      Plan Year.

      (f)  The determination of the amount of Excess Aggregate Contributions
      with respect to any Plan Year shall be made after first determining the
      Excess Contributions, if any, to be treated as voluntary Employee
      contributions due to recharacterization for the plan year of any other
      qualified cash or deferred arrangement (as defined in Code Section
      401(k)) maintained by the Employer that ends with or within the Plan Year
      or which are treated as voluntary Employee contributions due to
      recharacterization pursuant to Section 11.5.

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

           (1) If the actual contribution ratio for the Highly Compensated
           Participant is determined in accordance with Section 11.6(d)(1),
           then the actual contribution ratio shall be reduced and the Excess
           Aggregate Contributions for the family unit shall be allocated among
           the Family Members in proportion to the sum of Employer matching
           contributions made pursuant to Section 11.l(b) (to the extent taken
           into account pursuant to Section 11.6(a)), voluntary Employee
           contributions made pursuant to Section 4.7, Excess Contributions
           recharacterized as voluntary Employee contributions pursuant to
           Section 11.5 and any Qualified Non-Elective Contributions or
           elective deferrals taken into account pursuant to Section 11.6(c) of
           each Family Member that were combined to determine the group actual
           contribution ratio.

           (2) If the actual contribution ratio for the Highly Compensated
           Participant is determined under Section 11.6(d)(2), then the actual
           contribution ratio shall first be reduced, as required herein, but
           not below the actual contribution ratio of the group of Family
           Members who are not Highly Compensated Participants without regard
           to family aggregation. The Excess Aggregate Contributions resulting
           from this initial reduction shall be allocated among the Highly
           Compensated Participants whose Employer matching contributions made
           pursuant to Section 11.1(b) (to the extent taken into account
           pursuant to Section 11.6(a)), voluntary Employee contributions made
           pursuant to Section 4.7, Excess Contributions recharacterized as
           voluntary Employee contributions pursuant to Section 11.5 and any
           Qualified

<PAGE>

           Non-Elective Contributions or elective deferrals taken into
           account pursuant to Section 11.6(c) were combined to determine the
           actual contribution ratio. If further reduction is still required,
           then Excess Aggregate 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 Employer matching
           contributions made pursuant to Section 11.l(b) (to the extent
           taken into account pursuant to Section 11.6(a)), voluntary
           Employee contributions made pursuant to Section 4.7, Excess
           Contributions recharacterized as voluntary Employee contributions
           pursuant to Section 11.5 and any Qualified Non-Elective
           Contributions or elective deferrals taken into account pursuant to
           Section 11.6(c).

      (h)  Notwithstanding the above, 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 11.6.
      Such contribution shall be allocated to the Participant's Qualified
      Non-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. A separate accounting shall be
      maintained for the purpose of excluding such contributions from the
      "Actual Deferral Percentage" tests pursuant to Section 11.4.

      (i)  For purposes of this Section, "Income" means the income or loss
      allocable to Excess Aggregate Contributions which shall equal the sum of
      the allocable gain or loss for the Plan Year and the allocable gain or
      loss for the period between the end of the Plan Year and the date of
      distribution ("gap period"). The income or loss allocable to Excess
      Aggregate Contributions for the Plan Year and the "gap period" is
      calculated separately and is determined by multiplying the income or loss
      for the Plan Year or the "gap period" by a fraction. The numerator of the
      fraction is the Excess Aggregate Contributions for the Plan Year. The
      denominator of the fraction is the total participant's Account and
      Voluntary Contribution Account attributable to Employer matching
      contributions subject to Section 11.6, voluntary Employee contributions
      made pursuant to Section 4.7, and any Qualified Non-Elective
      Contributions and elective deferrals taken into account pursuant to
      Section 11.6(c) as of the end of the Plan Year or the "gap period",
      reduced by the gain allocable to such total amount for the Plan Year or
      the "gap period" and increased by the loss allocable to such total amount
      for the Plan Year or the "gap period".

      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
Aggregate Contributions for the Plan Year of the Participant 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.

      The Income allocable to Excess Aggregate Contributions resulting from
recharacterization of Elective Contributions shall be determined and
distributed as if such recharacterized Elective Contributions had been
distributed as Excess Contributions.

      Notwithstanding the above, for any distribution under this Section
which is made after August 15, 1991, such distribution shall not include any
Income for the "gap period".  Further provided, for any distribution under
this Section which is made after August 15, 1991, the amount of Income may be
computed using a reasonable method that is consistent with Section 4.3(c),
provided such method is used consistently for all Participants and for all
such distributions for the Plan Year.

      Notwithstanding the above, for Plan Years which began in 1987, Income
during the "gap period" shall not be taken into account.

11.8  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 (1) 100% of his accounts as specified in the Adoption
      Agreement valued as of the last Anniversary Date or other valuation date
      or (2) 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

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      date of distribution, and the account from which the distribution is
      made shall be reduced accordingly. Withdrawal under this Section shall
      be authorized only if the distribution is on account of one of the
      following or any other items permitted by the Internal Revenue Service:

           (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) or expenses necessary for these persons to
           obtain medical care;

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

           (3) Payment of tuition and related educational fees for the next
           12 months 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.  The amount
           of the immediate and heavy financial need may include any amounts
           necessary to pay any federal, state or local income taxes or
           penalties reasonably anticipated to result from the distribution.

           (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 and Qualified Non-Elective Account pursuant to this
      Section shall be limited solely to the Participant's Deferred
      Compensation and any income attributable thereto credited to the
      Participant's Elective Account as of December 31, 1988.

      (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 Sections 411(a)(11) and 417 and the Regulations thereunder.