<PAGE>   1
                                                                  EXHIBIT 10.20
COMPREHENSIVE STANDARDIZED 401(k) PROFIT SHARING PLAN
ADOPTION AGREEMENT
-------------------------------------------------------------------------------
                       SECTION 1. EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer   CompDent Corporation
                  -------------------------------------------------------------
Address  100 Mansell Court East, Suite 400
        -----------------------------------------------------------------------
City  Roswell                           State  GA               Zip  30076
     ---------------------------------        -----------------     -----------
Telephone 770-998-8936   Employer's Federal Tax Identification Number 04-3185995
          --------------                                             ----------
Type of Business (Check only one) [ ] Sole Proprietorship [ ] Partnership

[X] C Corporation  [ ] S Corporation [ ] Other (Specify)
                                                           --------------------
[X] Check here if Related Employers may participate in this Plan and attach a
    Related Employer Participation Agreement for each Related Employer who will
    participate in this Plan.

Business Code    8098
              -----------
Name of Plan  CompDent 401(k) Plan
              -----------------------------------------------------------------
Name of Trust (if different from Plan name)
              -----------------------------------------------------------------
Plan Sequence Number   001  (Enter 001 if this is the first qualified plan the
                     ------  Employer has ever maintained, enter 002 if it is
                             the second, etc.)
Trust Identification Number (if applicable)
                                            -----------------------------------
Account Number (optional) -----------------------------------------------------
-------------------------------------------------------------------------------
                          SECTION 2. EFFECTIVE DATES
                            Complete Parts A and B
-------------------------------------------------------------------------------
Part A.  GENERAL EFFECTIVE DATES (Check and Complete Option 1 or 2):
         OPTION 1: [ ] This is the initial adoption of a profit sharing plan by
                       the Employer.
                       The Effective Date of this Plan is
                                                          -------------------.
                       NOTE: The effective date is usually the first day of the
                       Plan Year in which this Adoption Agreement is signed.

         OPTION 2: [X] This is an amendment and restatement of an existing
                       profit sharing plan (a Prior Plan).
                       The Prior Plan was initially effective on 08-01-1994  .
                                                                 ------------
                       The Effective Date of this amendment and restatement is
                          01-01-1997
                       ---------------------------.
                       NOTE: The effective date is usually the first day of the
                       Plan Year in which this Adoption Agreement is signed.

PART B.  SPECIFIC EFFECTIVE DATES:
         The provisions of the Plan will generally be effective as of the
         Effective Date specified in Section 2, Part A. However, the following
         provisions will be effective on the dates indicated below (Specify
         effective date only if later than the general Effective Date described
         in Section 2, Part A):
<TABLE>
<CAPTION>
         PROVISION                                      EFFECTIVE DATE
         ---------                                      --------------
         <S>                                            <C>
         1.  Commencement of Elective Deferrals*
                                                        --------------
         2.  Matching Contributions (Section 7)
                                                        --------------
         3.  Qualified Nonelective Contributions
             (Section 8)
                                                        --------------
         4.  Qualified Matching Contributions
             (Section 9)
                                                        --------------
         5.  In-Service Withdrawals (Section 15,
             Part A, Item 6)
                                                        --------------
         6.  Hardship Withdrawals of Elective
             Deferrals (Section 15, Part A, Item 5)
                                                        --------------
         7.  Hardship Withdrawals (Section 15,
             Part A, Item 8)
                                                        --------------
         8.  Loans (Section 17, Item A)
                                                        --------------
         9.  Participant Direction of Investments
             (Section 18)
                                                        --------------
</TABLE>
         *NOTE: Elective Deferrals may commence no earlier than the date this
         Adoption Agreement is signed because Elective Deferrals cannot be made
         retroactively.
<PAGE>   2
                       SECTION 3. RELEVANT TIME PERIODS
                          Complete Parts A through D
-------------------------------------------------------------------------------

PART A. EMPLOYER'S FISCAL YEAR:
        The Employer's fiscal year ends (Specify month and day)  12-31
                                                               ---------

PART B. PLAN YEAR MEANS:
        OPTION 1: [ ] The 12-consecutive month period which coincides with the
        Employer's fiscal year.

        OPTION 2: [X] The calendar year.

        OPTION 3: [ ] Other (Specify)
                                     ------------------------------------------

        NOTE:  If no option is selected, Option 1 will be deemed to be
               selected.

        If the initial Plan Year is less than 12 months (a short Plan Year)
        specify such Plan Year's beginning and ending dates
        -----------------------------------------------------------------------
PART C. LIMITATION YEAR MEANS:
        OPTION 1: [X] The Plan Year.

        OPTION 2: [ ] The calendar year.

        OPTION 3: [ ] Other (Specify)
                                     ------------------------------------------

        NOTE:  If no option is selected, Option 1 will be deemed to be
        selected.

PART D. MEASURING PERIOD FOR VESTING:
        Years of Vesting Service shall be measured over the following
        12-consecutive month period:

        OPTION 1: [ ] The Plan Year.

        OPTION 2: [X] The 12-consecutive month period commencing with the
                      Employee's Employment Commencement Date and each
                      successive 12-month period commencing on the
                      anniversaries of the Employee's Employment Commencement
                      Date.

        OPTION 3: [ ] Other (Specify)
                                      -----------------------------------------

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
                     SECTION 4. ELIGIBILITY REQUIREMENTS
                          Complete Parts A through F
--------------------------------------------------------------------------------
PART A. YEARS OF ELIGIBILITY SERVICE REQUIREMENT:
        1.  ELECTIVE DEFERRALS.
            An Employee will be eligible to become a Contributing Participant
            in the Plan (and thus be eligible to make Elective Deferrals) after
            completing  1/2  (enter 0, 1 or any fraction less than 1) Years of
            Eligibility Service.

        2.  MATCHING CONTRIBUTIONS.
            If Matching Contributions (or Qualified Matching Contributions, if
            applicable) will be made to the Plan, a Contributing Participant
            will be eligible to receive Matching Contribution (or Qualified
            Matching Contributions, if applicable) after completing 1/2 (enter
            0, 1, 2 or any fraction less than 2) Years of Eligibility Service.

        3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.
            An Employee will be eligible to become a Participant in the
            Plan for purposes of receiving an allocation of any Employer Profit
            Sharing Contribution made pursuant to Section 11 of the Adoption
            Agreement after completing 1/2 (enter 0, 1, 2 or any
            fraction less than 2) Years of Eligibility Service.

        NOTE:  If more than 1 year is selected for Item 2 or Item 3,
        the immediate 100% vesting schedule of Section 13 will automatically
        apply for contributions described in such item.  If any item is left
        blank, the Years of Eligibility Service required for such item will be
        deemed to be 0.  If a fraction is selected, an Employee will not be
        required to complete any specified number of Hours of Service to
        receive credit for a fractional year.  If a single Entry Date is
        selected in Section 4, Part F, for an item, the Years of Eligibility
        Service required for such item cannot exceed 1 1/2 (1/2 for Elective
        Deferrals).
<PAGE>   3
PART B. AGE REQUIREMENT:
        1.  ELECTIVE DEFERRALS.
            An Employee will be eligible to become a Contributing Participant
            (and thus be eligible to make Elective Deferrals) after attaining
            age        (no more than 21).
               --------

        2.  MATCHING CONTRIBUTIONS.
            If Matching Contributions (or Qualified Matching Contributions, if
            applicable) will be made to the Plan, a Contributing Participant
            will be eligible to receive Matching Contributions (or Qualified
            Matching Contributions, if applicable) after attaining age
            (no more than 21).                                         --------

        3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.
            An Employee will be eligible to become a Participant in the Plan
            for purposes of receiving an allocation of any Employer Profit
            Sharing Contribution made pursuant to Section 11 of the Adoption
            Agreement after attaining age        (no more than 21).
                                          -------
        NOTE: If any of the above items in this Section 4, Part B, is left
        blank, it will be deemed there is no age requirement for such item.
        If a single Entry Date is selected in Section 4, Part F, for an item, no
        age requirement can exceed 20 1/2 for such item.


PART C. EMPLOYEES EMPLOYED AS OF EFFECTIVE DATE:
        1. ELECTIVE DEFERRALS.
           Will all Employees employed as of the date that Elective Deferrals
           may commence as specified in Section 2, Part B, who have not
           otherwise met the Years of Eligibility Service and age requirements
           specified above for Elective Deferrals be considered to have met
           those requirements as of the Elective Deferral commencement date?
           [ ] Yes  [X] No

        2. MATCHING CONTRIBUTIONS.
           If Matching Contributions (or Qualified Matching Contributions, if
           applicable) will be made to the Plan, will all Employees employed
           as of the date that Elective Deferrals may commence as specified in
           Section 2, Part B, who have not otherwise met the Years of
           Eligibility Service and age requirements specified above for
           Matching Contributions be considered to have met those requirements
           as of the Elective Deferral commencement date?
           [ ] Yes  [X] No

        3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.
            Will all Employees employed as of the Effective Date of this Plan
            who have not otherwise met the Years of Eligibility Service and
            age requirements specified above for Employer Profit Sharing
            Contributions be considered to have met those requirements as of
            the Effective Date? [ ] Yes  [X] No

        NOTE: If a box is not checked for any item in this Section 4, Part C,
        "No" will be deemed to be selected for that item.

PART D. EXCLUSION OF CERTAIN CLASSES OF EMPLOYEES:
        1.  ELECTIVE DEFERRALS.
            All Employees will be eligible to become Contributing Participants
            (and thus eligible to make Elective Deferrals) except:
        a.  [ ] Those Employees included in a unit of Employees covered by a
                collective bargaining agreement between the Employer and
                Employee representatives, if retirement benefits were the
                subject of good faith bargaining and if two percent or less of
                the Employees who are covered pursuant to that agreement are
                professionals as defined in Section 1.410(b)-9 of the
                regulations.  For this purpose, the term "employee
                representatives" does not include any organization more than
                half of whose members are Employees who are owners, officers,
                or executives of the Employer.

        b. [ ]  Those Employees who are non-resident aliens (within the meaning
                of Section 7701(b)(1)(B) of the Code) and who received no earned
                income (within the meaning of Section 911(d)(2) of the Code)
                from the Employer which constitutes income from sources within
                the United States (within the meaning of Section 861(a)(3) of
                the Code.)

<PAGE>   4
        2. MATCHING CONTRIBUTIONS.
           All Contributing Participants will be eligible to receive Matching
           Contributions (or Qualified Matching Contributions) if applicable,
           except:
        a. [ ]  Those Employees included in a unit of Employees covered by a
                collective bargaining agreement between the Employer and
                Employee representatives, if retirement benefits were the
                subject of good faith bargaining and if two percent or less of
                the Employees who are covered pursuant to that agreement are
                professionals as defined in Section 1.410(b)-9 of the
                regulations.  For this purpose, the term "employee
                representative" does not include any organization more than
                half of whose members are Employees who are owners, officers,
                or executives of the Employer.

        b. [ ]  Those Employees who are non-resident aliens (within the meaning
                of Section 7701(b)(1)(B) of the Code) and who received no
                earned income (within the meaning of Section 911(d)(2) of the
                Code) from the Employer which constitutes income from sources
                with the United States (within the meaning of Section
                861(a)(3) of the Code).

        E.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.
            All Employees will be eligible to become a Participant in the Plan
            for purposes of receiving an allocation of any Employer Profit
            Sharing Contribution made pursuant to Section 11 of the Adoption
            Agreement except:
        a.  [ ] Those Employees included in a unit of Employees covered by a
                collective bargaining agreement between the Employer and
                Employee representatives, if retirement benefits were the
                subject of good faith bargaining and if two percent or less
                of the Employees who are covered pursuant to that agreement
                are professionals as defined in Section 1.410(b)-9 of the
                regulations.  For this purpose, the term "employee
                representatives" does not include any organization more than
                half of whose members are Employees who are owners, officers,
                or executives of the Employer.

        b. [ ]  Those Employees who are non-resident aliens (within the
                meaning of Section 7701(b)(1)(B) of the Code) and who received
                no earned income (within the meaning of Section 911(d)(2) of
                the Code) from the Employer which constitutes income from
                sources within the United States (within the meaning of
                Section 861(a)(3) of the Code).

PART 3. HOURS REQUIRED FOR ELIGIBILITY PURPOSES:

        1. ____________ Hours of Service (no more than 1,000) shall be required
           to constitute a Year of Eligibility Service.

        2. ____________ Hours of Service (no more than 500 but less than the
           number specified in Section 4, Part E, Item 1, above) must be
           exceeded to avoid a Break in Eligibility Service.

        3. For purposes of determining Years of Eligibility Service, Employees
           shall be given credit for Hours of Service with the following
           predecessor employer(s) (Complete if applicable)

           --------------------------------------------------------------------

           --------------------------------------------------------------------

PART F. ENTRY DATES:
        1. ELECTIVE DEFERRALS.
           The Entry Dates for purposes of making Elective Deferrals shall be
           (Choose one):

           OPTION 1: [ ] The first day of the Plan Year and the first day of
                         the seventh month of the Plan Year.

           OPTION 2: [X] The first day of the Plan Year and the first day of
                         the fourth, seventh and tenth months of the Plan Year.

           OPTION 3: [ ] The first day of the Plan Year.

           OPTION 4: [ ] Other (Specify)
                                        ---------------------------------------

                                        ---------------------------------------

        2. MATCHING CONTRIBUTIONS.
           If Matching Contributions (or Qualified Matching Contributions) will
           be made to the Plan, the Entry Dates for purposes of Matching
           Contributions (or Qualified Matching Contributions, if applicable)
           shall be (Choose one):

           OPTION 1: [ ] The first day of the Plan Year and the first day of
                         the seventh month of the Plan Year.

           OPTION 2: [X] The first day of the Plan Year and the first day of
                         the fourth, seventh and tenth months of the Plan Year.

           OPTION 3: [ ] The first day of the Plan Year.

           OPTION 4: [ ] Other (Specify)
                                        ---------------------------------------

                                        ---------------------------------------
<PAGE>   5

        3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.
            The Entry Dates for purposes of Employer Profit Sharing
            Contributions shall be (Choose one):

            OPTION 1: [ ] The first day of the Plan Year and the first day of
                          the seventh month of the Plan Year.

            OPTION 2: [X] The first day of the Plan Year and the first day of
                          the fourth, seventh and tenth months of the Plan
                          Year.

            OPTION 3: [ ] The first day of the Plan Year.

            OPTION 4: [ ] Other (Specify)
                                          -------------------------------------

                                          -------------------------------------

        NOTE: If no option is selected for an item, Option 1 will be deemed to
        be selected for that item. Option 3 or Option 4 can be selected for an
        item only if the eligibility requirements and Entry Dates are
        coordinated such that each Employee will become a Participant in the
        Plan no later than the earlier of: (1) the first day of the
        Plan Year beginning after the date the Employee satisfies the age and
        service requirements of Section 410(a) of the Code; or (2) 6 months
        after the date the Employee satisfies such requirements.

-------------------------------------------------------------------------------
                  SECTION 5. METHOD OF DETERMINING SERVICE
                            Complete Part A or B
-------------------------------------------------------------------------------


PART A. HOURS OF SERVICE EQUIVALENCIES:
        Service will be determined on the basis of the method selected below.
        Only one method may be selected.  The method selected will be applied
        to all Employees covered under the Plan. (Choose one)

            OPTION 1: [ ] On the basis of actual hours for which an Employee is
                          paid or entitled to payment.

            OPTION 2: [ ] On the basis of days worked.  An Employee will be
                          credited with 10 Hours of Service if under Section
                          1.24 of the Plan such Employee would be credited with
                          at least 1 Hour of Service during the day.

            OPTION 3: [ ] On the basis of weeks worked.  An Employee will be
                          credited with 45 Hours of Service if under
                          Section 1.24 of the Plan such Employee would be
                          credited with at least 1 Hour of Service during the
                          week.

            OPTION 4: [ ] On the basis of months worked.  An Employee will be
                          credited with 190 Hours of Service if under Section
                          1.24 of the Plan such Employee would be credited with
                          at least 1 Hour of Service during the month.

        NOTE:  If no option is selected, Option 1 will be deemed to be
        selected.  This Section 5, Part A, will not apply if the Elapsed Time
        Method of Section 5, Part B, is selected.

PART B. ELAPSED TIME METHOD:
        In lieu of tracking Hours of Service of Employees, will the elapsed
        time method described in Section 2.07 of the Plan be used?  (Choose one)

            OPTION 1: [ ] No.

            OPTION 2: [X] Yes.

            NOTE: If no option is selected, Option 1 will be deemed to be
            selected.

-------------------------------------------------------------------------------
                        SECTION 6. ELECTIVE DEFERRALS
-------------------------------------------------------------------------------

PART A. AUTHORIZATION OF ELECTIVE DEFERRALS:
        Will Elective Deferrals be permitted under this Plan? (Choose one)

            OPTION 1: [X] Yes.

            OPTION 2: [ ] No.

            NOTE:  If no option is selected, Option 1 will be deemed to be
            selected. Complete the remainder of Section 6 only if Option 1
            is selected.

PART B. LIMITS ON ELECTIVE DEFERRALS:
        If Elective Deferrals are permitted under the Plan, a Contributing
        Participant may elect under a salary reduction agreement to have his or
        her Compensation reduced by an amount as described below (Choose one):

            OPTION 1: [X] An amount equal to a percentage of the Contributing
                          Participant's Compensation from 1% to 20% in
                          increments of 1%.

            OPTION 2: [ ] An amount of the Contributing Participant's
                          Compensation not less than __________ and not more
                          than ___________.


            The amount of such reduction shall be contributed to the Plan by
            the Employer on behalf of the Contributing Participant.  For any
            taxable year, a Contributing Participant's Elective Deferrals shall
            not exceed the limit contained in Section 402(g) of the Code in
            effect at the beginning of such taxable year.


<PAGE>   6

PART C. ELECTIVE DEFERRALS BASED ON BONUSES:
        Instead of or in addition to making Elective Deferrals through payroll
        deduction, may a Contributing Participant elect to contribute to the
        Plan, as an Elective Deferral, part or all of a bonus rather than
        receive such bonus in cash? (Choose one)

            OPTION 1: [ ] Yes.

            OPTION 2: [X] No.

            NOTE: If no option is selected, Option 2 will be deemed to be
                  selected.

PART D. CEASING ELECTIVE DEFERRALS:
        A Contributing Participant may prospectively revoke a salary reduction
        to cease Elective Deferrals (Choose one):

            OPTION 1: [X] As of the first day of any payroll period.

            OPTION 2: [ ] As of the first day of any month.

            OPTION 3: [ ] As of the first day of any quarter.

            OPTION 4: [ ] As of any Entry Date.

            OPTION 5: [ ] As of such times established by the Plan
                          Administrator in a uniform and nondiscriminatory
                          manner.

            OPTION 6: [ ] Other (Specify. Must be at least once per year.)

                          -----------------------------------------------------

                          -----------------------------------------------------

PART E. RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS:
        A Participant who ceases Elective Deferrals by revoking a salary
        reduction agreement may return as a Contributing Participant
        (Choose one):

            OPTION 1: [ ] No sooner than as of the first day of the next
                          Plan Year.

            OPTION 2: [ ] As of any subsequent Entry Date.

            OPTION 3: [X] As of the first day of any subsequent quarter.

            OPTION 4: [ ] As of such times established by the Plan Administrator
                          in a uniform and nondiscriminatory manner.

            OPTION 5: [ ] Other (Specify. Must be at least once per year.)

                          ----------------------------------------------------

                          ----------------------------------------------------

            NOTE: If no option is selected, Option 1 will be deemed to be
                  selected.

PART F. CHANGING ELECTIVE DEFERRAL AMOUNTS:
        A Contributing Participant may modify a salary reduction agreement to
        prospectively increase or decrease the amount of his or her Elective
        Deferrals (Choose one):

            OPTION 1: [ ] As of the first day of any payroll period.

            OPTION 2: [ ] As of the first day of any month.

            OPTION 3: [X] As of the first day of any quarter.

            OPTION 4: [ ] As of any Entry Date.

            OPTION 5: [ ] As of such times established by the Plan
                          Administrator in a uniform and nondiscriminatory
                          manner.

            OPTION 6: [ ] Other (Specify)
                                          -------------------------------------

                                          -------------------------------------

            NOTE:  If no option is selected, Option 3 will be deemed to be
                   selected.

PART G: CLAIMING EXCESS ELECTIVE DEFERRALS:

        Participants who claim Excess Elective Deferrals for the preceding
        calendar year must submit their claims in writing to the Plan
        Administrator by (Choose one):

            OPTION 1: [X] March 1.

            OPTION 2: [ ] Other (Specify a date not later than April 15)
                                                                        --------

PART H: ONE-TIME IRREVOCABLE ELECTIONS:

        May an Employee make a one-time irrevocable election, as described in
        Section 11.205 of the Plan, upon first becoming eligible to participate
        in the Plan to have the Employer make contributions to the Plan on such
        Employee's behalf (Choose One):

            OPTION 1: [ ] Yes.

            OPTION 2: [X] No.

            NOTE: If no option is selected, Option 2 will be deemed to be
                  selected.







<PAGE>   7
                                                                       Page 7

-------------------------------------------------------------------------------
                       SECTION 7. MATCHING CONTRIBUTIONS
-------------------------------------------------------------------------------

PART A. AUTHORIZATION OF MATCHING CONTRIBUTIONS:

        Will the Employer make Matching Contributions to the Plan on behalf of
        Qualifying Contributing Participant's? (Choose one)

        OPTION 1: [X] Yes, but only with respect to a Contributing Participant's
                      Elective Deferrals.

        OPTION 2: [ ] Yes, but only with respect to a Participants Nondeductible
                      Employee Contributions.

        OPTION 3: [ ] Yes, with respect to both Elective Deferrals and
                      Nondeductible Employee Contributions.

        OPTION 4: [ ] No.

        NOTE: If no option is selected, Option 4 will be deemed to be
        selected. Complete the remainder of Section 7 only if Option 1, 2 or 3
        is selected.

PART B. MATCHING CONTRIBUTION FORMULA:
        If the Employer will make Matching Contributions, then the amount of
        such Matching Contributions made on behalf of a Qualifying Contributing
        Participant each Plan Year shall be (Choose one):

        OPTION 1: [ ] An amount equal to    % of such Contributing Participants
                      Elective Deferral (and/or Nondeductible Employee
                      Contribution, if applicable).

        OPTION 2: [ ] An amount equal to the sum of____% of the portion of
                      such Contributing Participant's Elective Deferral (and/or
                      Nondeductible Employee Contribution, if applicable) which
                      does not exceed ____% of the Contributing Participant's
                      Compensation plus____% of the portion of such Contributing
                      Participant's Elective Deferral (and/or Nondeductible
                      Employee Contribution, if applicable) which exceeds____%
                      of the Contributing Participant's Compensation.

        OPTION 3: [X] Such amount, if any, equal to that percentage of each
                      Contributing Participant's Elective Deferral (and/or
                      Nondeductible Employee Contribution, if applicable) which
                      the Employer, in its sole discretion, determines from year
                      to year.

        OPTION 4: [ ] Other Formula. (Specify)_________________________________
                                              _________________________________

        NOTE: If Option 4 is selected, the formula specified can only allow
        Matching Contributions to be made with respect to a Contributing
        Participant's Elective Deferrals (and/or Nondeductible Employee
        Contribution, if applicable).

PART C. LIMIT ON MATCHING CONTRIBUTIONS:
        Notwithstanding the Matching Contribution formula specified above, no
        Matching Contribution will be made with respect to a Contributing
        Participant's Elective Deferrals (and/or Nondeductible Employee
        Contributions, if applicable) in excess of ____ or____% of such
        Contributing Participant's Compensation.

PART D. QUALIFYING CONTRIBUTING Participant's:
        A Contributing Participant who satisfies the eligibility requirements
        described in Section 4 will be a Qualifying Contributing Participant and
        thus entitled to share in Matching Contributions for any Plan Year only
        if the Participant is a Contributing Participant and satisfies the
        following additional conditions (Check one or more Options):

        OPTION 1:[x] No Additional Conditions.

        OPTION 2:[ ] Hours of Service Requirement. The contributing Participant
                     completes at least____ (not more than 500)Hours of Service
                     during the Plan Year. However, this condition will be
                     waived for the following reasons (Check at least one):

                     [ ] The Contributing Participant's Death

                     [ ] The Contributing Participant's Terminination of
                         Employment after having incurred a Disability.

                     [ ] The Contributing Participant's Termination of
                         Employment after having reached Normal Retirement Age.

                     [ ] This condition will not be waived.

        NOTE: If no option is selected, Option 1 will be deemed to be
        selected.

<PAGE>   8
                                                                        Page 8

-------------------------------------------------------------------------------
                 SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
-------------------------------------------------------------------------------

PART A. AUTHORIZATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

        Will the Employer make Qualified Nonelective Contributions to the Plan?
        (Choose One):

        OPTION 1: [ ] Yes.

        OPTION 2: [X] No.

        If the Employer elects to make Qualified Nonelective Contributions, then
        the amount, if any, of such contribution to the Plan for each Plan Year
        shall be an amount determined by the Employer.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.
        Complete the remainder of Section 8 only if Option 1 is selected.

PART B. PARTICIPANTS ENTITLED TO QUALIFIED NONELECTIVE CONTRIBUTIONS:

        Allocation of Qualified Nonelective Contributions shall be made to the
        Individual Accounts of (Choose one):

        OPTION 1: [ ] Only Participants who are not Highly Compensated
                      Employees.

        OPTION 2: [ ] All Participants.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C. ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

        Allocation of Qualified Nonelective Contributions to Participants
        entitled thereto shall be made (Choose one):

        Option 1: [ ] In the ratio which each Participants Compensation for the
                      Plan Year bears to the total Compensation of all
                      Participants for such Plan Year.

        OPTION 2: [ ] In the ratio which each Participant's Compensation not in
                      excess of ____ for the Plan Year bears to the total
                      Compensation of all Participants not in excess of ____ for
                      such Plan Year.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

-------------------------------------------------------------------------------
                   SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS
-------------------------------------------------------------------------------

PART A. AUTHORIZATION OF QUALIFIED MATCHING CONTRIBUTIONS:

        Will the Employer make Qualified Matching Contributions to the Plan on
        behalf Qualifying Contributing Participants? (Choose One)

        OPTION 1: [ ] Yes, but only with respect to a Contributing Participant's
                      Elective Deferrals.

        OPTION 2: [ ] Yes, but only with respect to a Participants
                      Nondeductible Employee Contributions.

        OPTION 3: [ ] Yes, with respect to both Elective Deferrals and
                      Nondeductible Employee Contributions.

        OPTION 4: [X] No.

        NOTE: If no option is selected, Option 3 will be deemed to be selected.
        Complete the remainder of Section 9 only if Option 1,2 or 3 is selected.

PART B. QUALIFIED MATCHING CONTRIBUTION FORMULA:

        If the Employer will make Qualified Matching Contributions, then the
        amount of such Qualified Matching Contributions made on behalf of a
        Qualifying Contributing Participant each Plan Year shall be (Choose
        one):

        OPTION 1: [ ] An amount equal to ____% of such Contributing
                      Participants Elective Deferral (and/or Nondeductible
                      Employee Contribution, if applicable).

        OPTION 2: [ ] An amount equal to the sum of ____% of the portion of
                      such Contributing Participants Elective Deferral (and/or
                      Nondeductible Employee Contribution, if applicable) which
                      does not exceed____% of the Contributing Participants
                      Compensation plus____% of the portion of such Contributing
                      Participants Elective Deferral (and/or Nondeductible
                      Employee Contribution, if applicable) which exceeds____%
                      of the Contributing Participants Compensation.

        OPTION 3: [ ] Such amount, if any, as determined by the Employer in
                      its sole discretion, equal to that percentage of the
                      Elective Deferrals (and/or Nondeductible Employee
                      Contribution, if applicable) of each Contributing
                      Participant entitled thereto which would be sufficient to
                      cause the Plan to satisfy the Actual Contribution
                      Percentage tests (described in Section 11.402 of the
                      Plan) for the Plan year.

        OPTION 4: [ ] Other Formula. (Specify)_________________________________
                                              _________________________________

NOTE: If no option is selected, Option 3 will be deemed to be selected.
<PAGE>   9

                                                                         Page 9
PART C. PARTICIPANTS ENTITLED TO QUALIFIED MATCHING CONTRIBUTIONS:

        Qualified Matching Contributions, if made to the Plan, will be made on
        behalf of? (Choose one)

        OPTION 1: [ ]  Only Contributing  Participants who make Elective
                       Deferrals who are not Highly Compensated Employees.

        OPTION 2: [ ]  All Contributing Participants who make Elective
                       Deferrals.

        NOTE:  If no option is selected, Option 1 will be deemed to be selected.

PART D. LIMIT ON QUALIFIED MATCHING CONTRIBUTIONS:

        Notwithstanding the Qualified Matching Contribution formula specified
        above, the Employer will not match a Contributing Participants Elective
        Deferrals (and/or Nondeductible Employee Contribution, if applicable) in
        excess of ____or ____% of such Contributing Participants Compensation.

-------------------------------------------------------------------------------
                     SECTION 10. ADP AND ACP TESTING OPTIONS
-------------------------------------------------------------------------------

PART A. ACP TEST AND ELECTIVE DEFERRALS:

        Will Elective Deferrals under this Plan (and any other Plan of the
        Employer, as provided by regulations) be taken into account, and
        included as Contribution Percentage Amounts for purpose of performing
        the Average Contribution Percentage (ACP) test? (Choose one):

        OPTION 1: [ ] No.

        OPTION 2: [X] Yes, in the following amounts (Choose one):

                      SUBOPTION (A): [X] Only such Elective Deferrals
                                         that are needed to meet the Average
                                         Contribution Percentage test.

                      SUBOPTION (B): [ ] All Elective Deferrals.

        NOTE: If no option is selected, Option 1 will be selected.

PART B. ACP TEST AND QUALIFIED NONELECTIVE CONTRIBUTIONS:

        Will Qualified Nonelective Contributions under this Plan (and any other
        plan of the Employer, as provided by regulations) be taken into account,
        and included as Contribution Percentage Amounts for purposes of
        performing the Average Contribution Percentage (ACP) test? (Choose one):

        OPTION 1: [ ] No.

        OPTION 2: [X] Yes, in the following amounts (Choose one):

                     SUBOPTION (A): [X] Only such Qualified Nonelective
                                        Contributions that are needed to meet
                                        the Average Contribution Percentage
                                        test.
                     SUBOPTION (B): [ ] All Qualified Nonelective Contributions.

        NOTE: If no option is selected, Option 1 will be deemed to be
        selected.

PART C. ADP TEST AND QUALIFIED MATCHING CONTRIBUTIONS:

        Will Qualified Matching Contributions under this Plan (or any other
        plan of the Employer, as provided by regulations) be taken into
        account as Elective Deferrals for purposes of calculating Actual
        Deferral Percentages when performing the Actual Deferral Percentage
        (ADP) test? (Choose one):

        OPTION 1: [ ] No.

        OPTION 2: [X] Yes, in the following amounts. (Choose one):

                      SUBOPTION (A): [X] Only such Qualified Matching
                                         Contributions that are needed to meet
                                         the ADP test.

                      SUBOPTION (B): [ ] All such Qualified Matching
                                         Contributions.

     NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART D. CORRECTION OF AGGREGATE LIMIT:

        If the Aggregate Limit described in Section 11.102 of the Plan is
        exceeded, the following adjustment will be made in accordance with
        Section 11.402(B)(1) of the Plan (Choose one):

        OPTION 1: [X] The ACP of Highly Compensated Employees will be reduced.

        OPTION 2: [ ] The ADP of Highly Compensated Employees will be reduced.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.
<PAGE>   10
                                                                       Page 10

-------------------------------------------------------------------------------
               SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS
                            Complete Parts A, B and C
-------------------------------------------------------------------------------

PART A. CONTRIBUTION FORMULA (Choose one):

        OPTION 1: [X] Discretionary Formula. For each Plan Year the Employer
                      will contribute an amount to be determined from year to
                      year.

        OPTION 2: [ ] Fixed Formula.____% of the Compensation of all
                      Qualifying Participants under the Plan for the Plan Year.

        OPTION 3: [ ] Fixed Percent of Profits Formula.____% of the Employer's
                      profits that are in excess of ____.

        OPTION 4: [ ] Frozen Plan. This Plan is frozen effective ____ and the
                      Employer will not make additional contributions to the
                      Plan after such date.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B. ALLOCATION FORMULA (Choose one):

        OPTION 1:[X] Pro Rata Formula. Employer Profit Sharing Contributions
                     shall be allocated to the Individual Accounts of
                     Qualifying Participants in the ratio that each Qualifying
                     Participants Compensation for the Plan Year bears to the
                     total Compensation of all Qualifying Participants for the
                     Plan Year.

        OPTION 2:[ ] Flat Dollar Formula. Employer Profit Sharing Contributions
                     allocated to the Individual Accounts of Qualifying
                     Participants for each Plan Year shall be the same dollar
                     amount for each Qualifying Participant.

        OPTION 3:[ ] Integrated Formula. Employer Profit Sharing Contributions
                     shall be allocated as follows (Start with Step 3 if this
                     Plan is not a Top-Heavy Plan):

                     Step 1. Employer Profit Sharing Contributions shall be
                             first be allocated pro rata to Qualifying
                             Participants in the manner described in Section 11,
                             Part B, Option 1. The percent so allocated shall
                             not exceed 3% of each Qualifying Participants
                             Compensation.
                     Step 2. Any Employer Profit Sharing Contributions remaining
                             after the allocation in Step 1 shall be allocated
                             to each Qualifying Participants Individual Account
                             in the ratio that each Qualifying Participants
                             Compensation in excess of the integration level,
                             but not in excess of 3%

                     Step 3. Any Employer Profit Sharing Contributions remaining
                             after the allocation in Step 2 shall be allocated
                             to each Qualifying Participants Individual Account
                             in the ratio that the sum of each Qualifying
                             Participant's total Compensation and Compensation
                             in excess of the integration level, but not in
                             excess of the profit sharing maximum disparity rate
                             as described in Section 3.01(B)(3) of the Plan.

                     Step 4. Any Employer Profit Sharing Contributions remaining
                             after the allocation in Step 3 shall be allocated
                             pro rata to Qualifying Participants in the manner
                             described in Section 11, Part B, Option 1.

                     The integration level shall be (Choose one):

                     SUBOPTION (A):[ ] The taxable Wage Base.

                     SUBOPTION (B):[ ] ___________(a dollar amount less than the
                                       Taxable Wage Base).

                     SUBOPTION (C):[ ] ________% (not more than 100%) of the
                                       Taxable Wage Base.

                     NOTE: If no option is selected, SUBOPTION (a) will be
                     deemed to be selected.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.


<PAGE>   11
                                                                       Page 11

PART C. QUALIFYING PARTICIPANTS:
        A Participant will be a Qualifying Participant and thus entitled to
        share in the Employer Profit Sharing Contribution for any Plan Year only
        if the Participant is a Participant on at least one day of such Plan
        Year and satisfies the following additional conditions (Check one or
        more Options):

        OPTION 1: [X] No Additional Conditions.

        OPTION 2: [ ] Hours of Service Requirement. The Participant completes at
                      least _______ (not more than 500) Hours of Service during
                      the Plan Year. However, this condition will be waived for
                      the following reasons (Check at least one):

                  [ ] The Participant's Death.

                  [ ] The Participant's Termination of Employment after having
                      incurred a Disability.

                  [ ] The Participant's Termination of Employment after having
                      reached Normal Retirement Age.

                  [ ] This condition will not be waived.

-------------------------------------------------------------------------------
                            SECTION 12. COMPENSATION
                           Complete Parts A through D
-------------------------------------------------------------------------------

PART A. BASIC DEFINITION:
        1.  ELECTIVE DEFERRALS

            For purposes of Elective Deferrals, Compensation will mean all
            of each Participant's (Choose one):

            OPTION 1:  [X]  W-2 wages.

            OPTION 2:  [ ]  Section 340(a) wages.

            OPTION 3:  [ ]  415 safe-harbor compensation.

        2.  MATCHING CONTRIBUTIONS.

            For purposes of Matching Contributions, Compensation will mean all
            of each Participant's (Choose one):

            OPTION 1:  [X]  W-2 wages.

            OPTION 2:  [ ]  Section 340(a) wages.

            OPTION 3:  [ ]  415 safe-harbor compensation.

        3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

            For purposes of Employer Profits Sharing Contributions, Compensation
            will mean all of each Participant's (Choose one):

            OPTION 1:  [X]  W-2 wages.

            OPTION 2:  [ ]  Section 340(a) wages.

            OPTION 3:  [ ]  415 safe-harbor compensation.

        NOTE:  If no option is selected for an item, Option 1 will be deemed to
               be selected for that item.

PART B. MEASURING PERIOD FOR COMPENSATION:
        1.  ELECTIVE DEFERRALS

            For purposes of Elective Deferrals, Compensation shall be determined
            over the following applicable period (Choose one):

            OPTION 1:  [X]  The Plan Year.

            OPTION 2:  [ ]  The calendar year ending with or within the Plan
                            Year.

        2.  MATCHING CONTRIBUTIONS.

            For purposes of Matching Contributions, Compensation shall be
            determined over the following applicable period (Choose one):

            OPTION 1:  [X]  The Plan Year.

            OPTION 2:  [ ]  The calendar year ending with or within the Plan
                            Year.

        3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

            For purposes of Employer Profits Sharing Contributions, Compensation
            shall be determined over the following applicable period
            (Choose one):

            OPTION 1:  [X]  The Plan Year.

            OPTION 2:  [ ]  The calendar year ending with or within the Plan
                             Year.

        NOTE:  If no option is selected for an item, Option 1 will be deemed to
               be selected for that item.


<PAGE>   12
                                                                        Page 12

PART C. INCLUSION OF ELECTIVE DEFERRALS:

        1.  ELECTIVE DEFERRALS.

            For purposes of Elective Deferrals, does Compensation include
            Employer Contributions made pursuant to a salary reduction agree-
            ment which are not includible in the gross income of the Employee
            under any of the following Sections of the Code?  (Answer "Included"
            or "Excluded" for each of the following items.)

<TABLE>
<CAPTION>
            <S>                                                 <C>  <C>        <C>  <C>
            Section 125 (cafeteria plans)                       [X]  Included   [ ]  Excluded

            Section 402(e)(3)(401(k) plans)                     [X]  Included   [ ]  Excluded

            Section 402(h)(1)(B)(salary deferral SEP plans)     [X]  Included   [ ]  Excluded

            Section 403(b)(tax-sheltered annuity plans)         [X]  Included   [ ]  Excluded
</TABLE>
            NOTE: If a box is not checked for an item, "Included" will be deemed
                  to be selected for that item.

        2.  MATCHING CONTRIBUTIONS.

            For purposes of Matching Contributions, does Compensation include
            Employer Contributions made pursuant to a salary reduction agree-
            ment which are not includible in the gross income of the Employee
            under any of the following Sections of the Code?  (Answer "Included"
            or "Excluded" for each of the following items.)
<TABLE>
<CAPTION>
            <S>                                                 <C>  <C>        <C>  <C>
            Section 125 (cafeteria plans)                       [X]  Included   [ ]  Excluded

            Section 402(e)(3)(401(k) plans)                     [X]  Included   [ ]  Excluded

            Section 402(h)(1)(B)(salary deferral SEP plans)     [X]  Included   [ ]  Excluded

            Section 403(b)(tax-sheltered annuity plans)         [X]  Included   [ ]  Excluded
</TABLE>
            NOTE: If a box is not checked for an item, "Included" will be deemed
                  to be selected for that item.

        3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

            For purposes of Employer Profit Sharing Contributions, does
            Compensation include Employer Contributions made pursuant to a
            salary reduction agree- ment which are not includible in the
            gross income of the Employee under any of the following Sections
            of the Code? (Answer "Included" or "Excluded" for each of the
            following items.)
<TABLE>
<CAPTION>
            <S>                                                 <C>  <C>        <C>  <C>
            Section 125 (cafeteria Plans)                       [X]  Included   [ ]  Excluded

            Section 402(e)(3)(401(k) plans)                     [X]  Included   [ ]  Excluded

            Section 402(h)(1)(B)(salary deferral SEP plans)     [X]  Included   [ ]  Excluded

            Section 403(b)(tax-sheltered annuity plans)         [X]  Included   [ ]  Excluded
</TABLE>
            NOTE: If a box is not checked for an item, "Included" will be deemed
                  to be selected for that item.

PART D. PRE-ENTRY DATE COMPENSATION:

        1.  ADP AND ACP TESTING PURPOSES.

            For the Plan Year in which an Employee enters the Plan, the
            Employee's Compensation which shall be taken into account for
            purposes of Actual Deferral Percentage(ADP) and Actual
            Contribution Percentage (ACP) testing shall be (Choose one):

            OPTION 1: [X] The Employee's Compensation only from the time the
                          Employee became a Participant in the Plan.

            OPTION 2: [ ] The Employee's Compensation for the whole of such Plan
                          Year.

            NOTE: If no option is selected for an item. Option 1 will be deemed
                  to be selected.

        2.  OTHER PURPOSES.
            For the Plan Year in which an Employee enters the Plan, the
            Employee's Compensation which shall be taken into account for
            purposes of the Plan(other than ADP or ACP testing) shall be
            (Choose one):

            OPTION 1: [X] The Employee's Compensation only from the time the
                          Employee became a Participant in the Plan.

            OPTION 2: [ ] The Employee's Compensation for the whole of such Plan
                          Year.

            NOTE: If no option is selected for an item. Option 1 will be deemed
                  to be selected.

<PAGE>   13

-------------------------------------------------------------------------------
                      SECTION 13. VESTING AND FORFEITURES
                           Complete Parts A through H
-------------------------------------------------------------------------------

PART A.  VESTING SCHEDULE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS. A
         Participant shall become Vested in his or her Individual Account de-
         rived from Profit Sharing Contributions made pursuant to Section 11 of
         the Adoption Agreement as follows(Choose one):

<TABLE>
<CAPTION>
   YEARS OF                                  VESTED PERCENTAGE
VESTING SERVICE  Option 1 [ ] Option 2 [ ] Option 3 [ ] Option 4 [ ] Option 5 [X] (Complete if Chosen)
      <S>          <C>          <C>          <C>          <C>          <C>
      1              0%           0%         100%           0%           0%
                     -            -          ---            -            -
      2              0%          20%         100%           0%          40%
                     -           --          ---            -           --
      3              0%          40%         100%          20%          60% (not less than 20%)
                     -           --          ---           --           --
      4              0%          60%         100%          40%          80% (not less than 40%)
                     -           --          ---           --           --
      5            100%          80%         100%          60%         100% (not less than 60%)
                   ---           --          ---           --          ---
      6            100%         100%         100%          80%         100% (not less than 80%)
                   ---          ---          ---           --          ---
      7            100%         100%         100%         100%         100% (not less than 100%)
                   ---          ---          ---          ---          ---
</TABLE>
NOTE:  If no option is selected, Option 3 will be deemed to be selected.

-------------------------------------------------------------------------------
PART B.  VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS. A Participant shall
         become Vested in his or her Individual Account derived from Matching
         Contributions made pursuant to Section 7 of the Adoption Agreement as
         follows (Choose one):
<TABLE>
<CAPTION>
   YEARS OF                                  VESTED PERCENTAGE
VESTING SERVICE  Option 1 [ ] Option 2 [ ] Option 3 [ ] Option 4 [ ] Option 5 [X] (Complete if Chosen)
      <S>          <C>          <C>          <C>          <C>          <C>
      1              0%           0%         100%           0%           0%
                     -            -          ---            -            -
      2              0%          20%         100%           0%          40%
                     -           --          ---            -           --
      3              0%          40%         100%          20%          60% (not less than 20%)
                     -           --          ---           --           --
      4              0%          60%         100%          40%          80% (not less than 40%)
                     -           --          ---           --           --
      5            100%          80%         100%          60%         100% (not less than 60%)
                   ---           --          ---           --          ---
      6            100%         100%         100%          80%         100% (not less than 80%)
                   ---          ---          ---           --          ---
      7            100%         100%         100%         100%         100% (not less than 100%)
                   ---          ---          ---          ---          ---
</TABLE>
NOTE:  If no option is selected, Option 3 will be deemed to be selected.

-------------------------------------------------------------------------------
PART C.  HOURS REQUIRED FOR VESTING PURPOSES:

         1. _______ Hours of Service (no more than 1,000) shall be required to
            constitute a Year of Vesting Service.

         2. _______ Hours of Service (no more than 500 but less than the number
            specified in Section 13, Part C, Item 1, above) must be exceeded to
            avoid a Break in Vesting Service.

         3. For purposes of determining Years of Vesting Service, Employees
            shall be given credit for Hours of Service with the following
            predecessor employer(s)(Complete if applicable)
            ___________________________________________________________________

            ___________________________________________________________________

PART D.  EXCLUSION OF CERTAIN YEARS OF VESTING SERVICE:

         All of an Employee's Years of Vesting Service with the Employer are
         counted to determine the vesting percentage in the Participant's
         Individual Account except (Check any that apply):

         [ ] Years of Vesting Service before the Employee reaches age 18.

         [ ] Years of Vesting Service before the Employer maintained this Plan
             or a predecessor plan.

PART E.  FULLY VESTED UNDER CERTAIN CIRCUMSTANCES:
         Will a Participant be fully Vested under the following circumstances?
         (Answer "Yes" or "No" to each of the following items by checking the
         appropriate box)
<TABLE>
         <S>                                                                                      <C>        <C>
         1.  The Participant dies.                                                                [X] Yes    [ ] No
         2.  The Participant incurs a Disability.                                                 [X] Yes    [ ] No
         3.  The Participant satisfies the conditions for Early Retirement Age (if applicable).   [X] Yes    [ ] No
</TABLE>
         NOTE:  If a box is not checked for an item, "Yes" will be deemed to be
                selected for that item.

<PAGE>   14
                                                                        Page 14

PART F.  ALLOCATION OF FORFEITURES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS:
         Forfeitures of Employer Profit Sharing contributions shall be (Choose
         one):

         OPTION 1:  [ ]  Allocated to the Individual Accounts of the
                         Participants specified below in the manner as described
                         in Section 11, Part B (for Employer Profit Sharing
                         Contributions).

                         The Participants entitled to receive allocations of
                         such Forfeitures shall be (Choose one):

                         SUBOPTION (A):  [ ]  Only Qualifying Participants.

                         SUBOPTION (B):  [ ]  All Participants.

         OPTION 2:  [ ]  Applied to reduce Employer Profit Sharing Contributions
                         (Choose one):

                         SUBOPTION (A):  [ ] For the Plan Year for which the
                                             Forfeiture arises.

                         SUBOPTION (B):  [ ] For any Plan Year subsequent to the
                                             Plan Year for which the Forfeiture
                                             arises.

         OPTION 3:  [X]  Applied first to the payment of the Plan's
                         administrative expenses and any excess applied to
                         reduce Employer Profit Sharing Contributions (Choose
                         one):

                         SUBOPTION (A):  [X] For the Plan Year for which the
                                             Forfeiture arises.

                         SUBOPTION (B):  [ ] For any Plan Year subsequent to the
                                             Plan Year for which the Forfeiture
                                             arises.

         NOTE:  If no option is selected, Option 1 and Suboption (a) will be
                deemed to be selected.

PART G.  ALLOCATION OF FORFEITURES OF MATCHING CONTRIBUTIONS:
         Forfeitures of Matching Contributions shall be (Choose one):

         OPTION 1:  [ ]  Allocated, after all other Forfeitures under the Plan,
                         to each Participant's Individual Account in the ratio
                         which each Participant's Compensation for the Plan Year
                         bears to the total Compensation of all Participants for
                         such Plan Year.

                         The Participants entitled to receive allocations of
                         such Forfeitures shall be (Choose one):

                         SUBOPTION (A):  [ ]  Only Qualifying Contributing
                                              Participants.

                         SUBOPTION (B):  [ ]  Only Qualifying Participants.

                         SUBOPTION (C):  [ ]  All Participants.

         OPTION 2:  [ ]  Applied to reduce Matching Contributions (Choose one):

                         SUBOPTION (A):  [ ] For the Plan Year for which the
                                             Forfeiture arises.

                         SUBOPTION (B):  [ ] For any Plan Year subsequent to the
                                             Plan Year for which the Forfeiture
                                             arises.

         OPTION 3:  [X]  Applied first to the payment of the Plan's
                         administrative expenses and any excess applied to
                         reduce Matching Contributions (Choose one):

                         SUBOPTION (A):  [X] For the Plan Year for which the
                                             Forfeiture arises.

                         SUBOPTION (B):  [ ] For any Plan Year subsequent to the
                                             Plan Year for which the Forfeiture
                                             arises.
         NOTE:  If no option is selected, Option 1 and Suboption (a) will be
                deemed to be selected.

PART H.  ALLOCATION OF FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS:
         Forfeitures of Excess Aggregate Contributions shall be (Choose one):

         OPTION 1:  [ ]  Allocated, after all other Forfeitures under the Plan,
                         to each Contributing Participant's Matching
                         Contribution account in the ratio which each
                         Contributing Participant's Compensation for the Plan
                         Year bears to the total Compensation of all
                         Contributing Participants for such Plan Year. Such
                         Forfeitures will not be allocated to the account of
                         any Highly Compensated Employee.

         OPTION 2:  [ ]  Applied to reduce Matching Contributions (Choose one):

                         SUBOPTION (A):  [ ] For the Plan Year for which the
                                             Forfeiture arises.

                         SUBOPTION (B):  [ ] For any Plan Year subsequent to the
                                             Plan Year for which the Forfeiture
                                             arises.

         OPTION 3:  [X]  Applied first to the payment of the Plan's
                         administrative expenses and any excess applied to
                         reduce Matching Contributions (Choose one):

                         SUBOPTION (A):  [ ] For the Plan Year for which the
                                             Forfeiture arises.

                         SUBOPTION (B):  [X] For any Plan Year subsequent to the
                                             Plan Year for which the Forfeiture
                                             arises.

         NOTE:  If no option is selected, Option 2 and Suboption (a) will be
                deemed to be selected.


<PAGE>   15

                                                                         Page 15

-------------------------------------------------------------------------------
           SECTION 14. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE
-------------------------------------------------------------------------------

PART A. THE NORMAL RETIREMENT AGE UNDER THE PLAN SHALL BE (Check and complete
        one option):

        OPTION 1: [X] Age 65.

        OPTION 2: [ ] Age (not to exceed 65).

        OPTION 3: [ ] The later of age ________ (not to exceed 65) or the _____
                       (not to exceed 5th) anniversary of the first day of the
                       first Plan Year in which the Participant commenced
                       participation in the Plan.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B. EARLY RETIREMENT AGE  (Choose one option):

        OPTION 1: [ ] An Early Retirement Age is not applicable under the Plan.

        OPTION 2: [X] Age 62 (not less than 55 nor more than 65).

        OPTION 3: [ ] A Participant satisfies the Plan's Early Retirement Age
                        conditions by attaining age ______(not less than 55) and
                        completing _____ Years of Vesting Service.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

-------------------------------------------------------------------------------
                           SECTION 15. DISTRIBUTIONS
                             Complete Parts A and B
-------------------------------------------------------------------------------

PART A. DISTRIBUTABLE EVENTS. Answer each of the following items.

        1. Termination of Employment Before Normal Retirement Age. May a
           Participant who has not reached Normal Retirement Age request a
           distribution form the Plan of that portion of the Participant's
           Individual Account attributable to the following types of
           contributions upon Termination of Employment?

                      Elective Deferrals                     [X] Yes      [ ] No

                      Matching Contributions (if made)       [X] Yes      [ ] No

                      Employer Profit Sharing Contributions  [X] Yes      [ ] No

        2. Disability.  May a Participant who has incurred a Disability request
           a distribution from the Plan of that portion of the Participant's
           Individual Account attributable to the following types of
           contributions?

                      Elective Deferrals                     [X] Yes      [ ] No

                      Matching Contributions (if made)       [X] Yes      [ ] No

                      Employer Profit Sharing Contributions  [X] Yes      [ ] No

        3. Attainment of Normal Retirement Age. May a Participant who has
           attained Normal Retirement Age but has not incurred a Termination of
           Employment request a distribution from the Plan of that portion of
           the Participant's Individual Account attributable to the following
           types of contributions?

                      Elective Deferrals                     [X] Yes      [ ] No

                      Matching Contributions (if made)       [X] Yes      [ ] No

                      Employer Profit Sharing Contributions  [X] Yes      [ ] No

        4. Attainment of Age 59 1/2. Will Participants who have attained age
           59 1/2 be permitted to withdraw Elective Deferrals while still
           employed by the Employer?                         [X] Yes      [ ] No

        5. Hardship Withdrawals of Elective Deferrals:  Will Participants be
           permitted to withdraw Elective Deferrals on account of hardship
           pursuant to Section 11.503 of the Plan?           [X]  Yes     [ ] No

        6. In-Service Withdrawals.  Will Participants be permitted to request a
           distribution of that portion of the Participant's Individual Account
           attributable to the following types of contributions during service
           pursuant to Section 6.01(A)(3) of the Plan?

                      Matching Contributions (if made)       [ ] Yes      [X] No

                      Employer Profit Sharing Contributions  [ ] Yes      [X] No

<PAGE>   16

                                                                         Page 16

        7. One-Time In-Service Withdrawal Option.  Will the one-time in-service
           withdrawal provisions described in Section 6.01(A)(5) of the Plan
           apply to the following types of contributions?

                      Matching Contributions (if made)       [ ] Yes      [X] No

                      Employer Profit Sharing Contributions  [ ] Yes      [X] No

           If the answer is "Yes," specify percentage that a Participant may
           withdraw:  _________%

        8. Hardship Withdrawals.  Will Participants be permitted to make
           hardship withdrawals of that portion of the Participant's Individual
           Account attributable to the following types of contributions pursuant
           to Section 6.01(A)(4) of the Plan?

                      Matching Contributions (if made)       [X] Yes      [ ] No

                      Employer Profit Sharing Contributions  [X] Yes      [ ] No

        9. Withdrawals of Rollover of Transfer Contributions.  Will Employees
           permitted withdraw their Rollover or Transfer Contributions at any
           time?
                                                             [ ] Yes      [X] No

        NOTE:  If a box is not checked for an item, "Yes" will be deemed to be
        selected for that item.  Section 411(d)(6) of the Code prohibits the
        elimination of protected benefits.  In general, protected benefits
        include the forms and timing of payout options.  If the Plan is being
        adopted to amend and replace a Prior Plan that permitted a distribution
        option described above, you must answer "Yes" to that item.

PART B. TIMING OF DISTRIBUTIONS:

        1. Termination of Employment.  Where a Participant who is entitled to a
           distribution under the Plan has a Termination of Employment (for
           reasons other than death.  Disability or attainment of Normal
           Retirement Age), distributions shall commence (Check one):

           OPTION  (A):   [X]   As soon as administratively feasible following
                                the date the Participant requests a
                                distribution.

           OPTION  (B):   [ ]   As soon as administratively feasible following
                                the close of the Plan Year within which the
                                Participant requests a distribution.

           OPTION  (C):   [ ]   As soon as administratively feasible following
                                the close of the Plan Year within which the
                                Participant requests a distribution or the
                                Participant incurs ______(not more than 5)
                                consecutive one-year Breaks Vesting Service,
                                whichever is later.

        NOTE:  If no option is selected, Option (a) will be deemed to be
               selected.

        2. Death, Disability or Attainment or Normal Retirement Age.  Where a
           Participant dies, incurs a Disability or attains Normal Retirement
           Age, and a distributable event has occurred, distributions shall
           commence (check one):

           OPTION (A):    [X]   As soon as administratively feasible following
                                the date the Participant (or Beneficiary of a
                                deceased Participant) requests a distribution.

           OPTION (B):    [ ]   As soon as administratively feasible following
                                the close of the Plan Year within which the
                                Participant (or Beneficiary of a deceased
                                Participant) requests a distribution.

           OPTION (C):    [ ]   As soon as administratively feasible following
                                the close of the Plan Year within which the
                                Participant (or Beneficiary of a deceased
                                Participant) requests a distribution or the
                                Participant incurs ______ (not more than 5)
                                consecutive one-year Breaks in Vesting Service,
                                whichever is later.

        NOTE:  If no option is selected, Option (a) will be deemed to be
               selected.

-------------------------------------------------------------------------------
                     SECTION 16. JOINT AND SURVIVOR ANNUITY
-------------------------------------------------------------------------------

PART A. RETIREMENT EQUITY ACT SAFE HARBOR:
        Will the safe harbor provisions of Section 6.05(F) of the Plan apply?
        (Choose only one Option)

        OPTION 1:  [X]  Yes.

        OPTION 2:  [ ]   No.

        NOTE: You must select "No" if you are adopting this Plan as an amendment
              and restatement of a Prior Plan that was subject to the joint and
              survivor annuity requirements.

PART B. SURVIVOR ANNUITY PERCENTAGE.  (Complete only if your answer in Section
        16, Part A is "No.")

        The survivor annuity portion of the Joint and Survivor Annuity shall be
        a percentage equal to _____% (at least 50%, but no more than 100%) of
        the amount paid to the Participant prior to his or her death.

<PAGE>   17
-------------------------------------------------------------------------------
                            SECTION 17. OTHER OPTIONS
-------------------------------------------------------------------------------
Answer "Yes" or "No" to each of the following questions by checking the
appropriate box.
  If a box is not checked for a question, the answer will be deemed to be "No."


A. Loans: Will loans to Participants pursuant to Section 6.08 of the Plan be
   permitted?                                                [X] Yes [ ] No

B. Insurance: Will the Plan allow for the investment in insurance policies
   pursuant to Section 5.13 of the Plan?                     [ ] Yes [X} No

C. Employer Securities: Will the Plan allow for the investment in qualifying
   Employer securities or qualifying Employer Real Property? [ ] Yes [X] No

D. Rollover Contributions: Will Employees be permitted to make rollover
   contributions to the Plan pursuant to Section 3.03 of the Plan?
                                                             [X] Yes [ ] No
                                                             [ ] Yes, but only
                                                                 after becoming
                                                                 a Participant.

E. Transfer Contribution: Will Employees be permitted to make transfer
   contributions to the Plan pursuant to Section 3.04 of the Plan?
                                                             [ ] Yes [X] No
                                                             [ ] Yes, but only
                                                                 after becoming
                                                                 a Participant.

F. Nondeductible Employee Contributions: Will Employees be permitted to make
Nondeductible Employee Contributions pursuant to Section 11.305 of the Plan?
                                                             [ ] Yes [X] No
Check here if such contributions will be mandatory. [ ]

-------------------------------------------------------------------------------
                SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS
-------------------------------------------------------------------------------

PART A. AUHTORIZATION:

        Will Participants be permitted to direct the investment of their Plan
        assets pursuant to Section 5.14 of the Plan? (Choose one)

        OPTION 1: [X] Yes.

        OPTION 2: [ ] No.

        NOTE: If no option is selected, Option 2 will be deemed to be selected.
        Complete the remainder of Section 18 only if Option 1 is selected.

PART B. INVESTMENT OPTIONS:

        Participants can direct the investment of their Plan assets among the
        following investments (Choose one):

        OPTION 1: [X] Only those investment options designated by the Plan
                      Administrator or other fiduciary.

        OPTION 2: [ ] Any allowable investment.

        NOTE: If no option is selected, Option 1 will be deemed to be
              selected.

PART C. ACCOUNTS SUBJECT TO PARTICIPANT DIRECTION:

        Participants can direct the following portions of their Individual
         Accounts (Choose one):

        OPTION 1: [ ] Those accounts that the Plan Administrator may designated
                      from time to time in a uniform and nondiscriminatory
                      manner.

        OPTION 2: [X] Entire Individual Account.

        OPTION 3: [ ] The following accounts (Check all that apply):
                      [ ] Elective Deferral Account.
                      [ ] Matching Contribution Account.
                      [ ] Employer Profit Sharing Account.
                      [ ] Rollover Contribution Account.
                      [ ] Transfer Contribution Account.
                      [ ] Other (Specify)______________________________________
                                         ______________________________________

        NOTE: If no option is selected, Option 1 will be deemed to be
              selected.

<PAGE>   18
PART D. FREQUENCY OF INVESTMENT CHANGES:

        Participants may make changes to the investment within their Individual
        Accounts with the following frequency (Choose one):

        OPTION 1: [1] In accordance with uniform and nondiscriminatory rules
                      established by the Plan Administrator or other fiduciary.

        OPTION 2: [X] Daily.

        OPTION 3: [ ] Monthly.

        OPTION 4: [ ] Quarterly.

        OPTION 5: [ ] Other (Specify)__________________________________________
                                     __________________________________________

        NOTE: If no option is selected, Option 1 will be deemed to be
              selected. Also that the Plan's Valuation Dates must be at least as
              often as the frequency chosen here.

-------------------------------------------------------------------------------
                     SECTION 19. MISCELLANEOUS DEFINITIONS
                             Complete Parts A and B
-------------------------------------------------------------------------------

PART A. VALUATION DATE:
The Plan Valuation Date shall be (Choose one):

        OPTION 1: [X] The last day of the Plan Year and other date designated by
                      the Plan Administrator which is selected in a uniform
                      nondiscriminatory manner.

        OPTION 2: [X] Daily.

        OPTION 3: [ ] The last day of each Plan quarter.

        OPTION 4: [ ] The last day of each month.

        OPTION 5: [ ] Other (Specify)__________________________________________
                                     __________________________________________

        NOTE: If no option is selected, Option 1 will be deemed to be
              selected.

PART B. DISABILITY:

        For purpose of this Plan, Disability shall mean (Choose one):

        OPTION 1: [ ] 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.

        OPTION 2: [X] The inability to engage in any substantial, gainful
                      activity in the Employee's trade or profession for which
                      the Employee is best qualified through training to
                      experience.

        OPTION 3: [ ] Other (Specify)

        NOTE: If non option is selected, Option 1 will be deemed to be selected.

-------------------------------------------------------------------------------
                     SECTION 20. LIMITATION ON ALLOCATIONS
                               More Than One Plan
-------------------------------------------------------------------------------

If you maintain or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, you must complete this section. You must also complete this section
if you maintain a welfare benefit fund, as defined Section 419(e) of the Code,
or an individual medical account, as defined in Section 415(1)(2) of the Code,
under which amounts are treated as annual additions with respect to any
Participant in this Plan.

PART A. INDIVIDUALLY DESIGNED DEFINED CONTRIBUTION PLAN:

        If the Participant is covered under another qualified defined
        contribution plan maintained by the Employer, other than a master or
        prototype plan:

        1. [X] The provisions of Section 3.05(B) (6) if the Plan will apply as
               if the other plan were a master of prototype plan.

        2. [ ] Other Method. (Provide the method under which the plans will
               limited total annual additions to the maximum permissible amount,
               and will properly reduce and excess amounts in a manner that
               precludes Employer discretion.)

<PAGE>   19

PART B. DEFINED BENEFIT PLAN:

        If the Participant is or has ever been a participant in a defined
        benefit plan maintained by the Employer, the Employer will provide below
        the language which will satisfy the 1.0 limitation of Section 415(e) of
        the Code.

        1. [X] If the projected annual addition to this Plan to the account of
               a Participant of any limitation year would cause the 1.0
               limitation year shall be reduced so that the 1.0 limitation
               shall be satisfied.

        If it is not possible to reduce the annual benefit of the defined
        benefit plan and the projected annual addition to this Plan to the
        account of a Participant for a limitation year would cause the 1.0
        limitation to be exceeded, the Employer shall reduce the Employer
        Contribution which is to be allocated to this Plan on behalf of such
        Participant so that the 1.0 limitation will be satisfied. (The
        provisions of Section 415(e) of the Code are incorporated herein by
        reference under the authority of Section 1106(h) of the Tax Reform
        Acto of 1986.)

        2. [ ] Other method. (Provide language describign another method. Such
               language must preclude Employer discretion.

-------------------------------------------------------------------------------
                          SECTION 21. TOP-HEAVY MINIMUM
                          Complete Parts A, B, C and D
-------------------------------------------------------------------------------

PART A.  MINIMUM ALLOCATION OR BENEFIT:

         For any Plan Year with respect to which this Plan is a Top-Heavy Plan,
         any minimum allocation required pursuant to Section 3.01(E) of the Plan
         shall be made (Choose one):

         OPTION 1:  [X]  To this Plan.

         OPTION 2:  [ ]  To the following other plan maintained by the Employer
                         (Specify name and plan number of plan)
                         _______________________________________________________
                         _______________________________________________________

         OPTION 3:  [ ]  In accordance with the method described on an
                         attachment to this Adoption Agreement. (Attach language
                         describing the method that will be used to satisfy
                         Section 416 of the Code. Such method must preclude
                         Employer discretion.)

         NOTE:  If no option is selected, Option 1 will be deemed to be
                selected.

PART B.  PARTICIPANTS ENTITLED TO RECEIVE MINIMUM ALLOCATION:

         Any minimum allocation required pursuant to Section 3.01(E) of the Plan
         shall be allocated to the Individual Accounts of (Choose one):

         OPTION 1:  [X]  Only Participants who are not Key Employees.

         OPTION 2:  [ ]  All Participants.

         NOTE:  If no option is selected, Option 1 will be deemed to be
                selected.

PART C.  TOP-HEAVY RATIO:

         For purposes of establishing the present value of benefits under a
         defined benefit plan to compute the top-heavy ratio as described in
         Section 10.08(C) of the Plan, any benefit shall be discounted only for
         mortality and interest based on the following (Choose one):

         OPTION 1:  [X]  Not applicable because the Employer has not maintained
                         a defined benefit plan.

         OPTION 2:  [ ]  The interest rate and mortality table specified for
                         this purpose in the defined benefit plan.

         OPTION 3:  [ ]  Interest rate of _______% and the following mortality
                         table (Specify)
                         _______________________________________________________
                         _______________________________________________________
         NOTE:  If no option is selected, Option 2 will be deemed to be
                selected.

PART D.  TOP-HEAVY VESTING SCHEDULE:
         Pursuant to Section 6.01(C) of the Plan, the vesting schedule that will
         apply when this Plan is a Top-Heavy Plan (unless the Plan's regular
         vesting schedule provides for more rapid vesting) shall be
         (Choose one):
         OPTION 1:  [X]  6 Year Graded.
         OPTION 2:  [ ]  3 Year Cliff.
         NOTE:  If no option is selected, Option 1 will be deemed to be
                selected.
<PAGE>   20
                                                                         Page 20
-------------------------------------------------------------------------------
                          SECTION 22. PROTOTYPE SPONSOR
-------------------------------------------------------------------------------

Name of Prototype Sponsor   Aetna Life Insurance and Annuity Company
                           -----------------------------------------------------
Address     151 Farmington Avenue, Hartford, CT  06156
         -----------------------------------------------------------------------
Telephone Number   860-273-1000
                  --------------------------------------------------------------
Permissible Investments
The assets of the Plan shall be invested only in those investments described
below (To be completed by Prototype Sponsor):
________________________________________________________________________________
________________________________________________________________________________

-------------------------------------------------------------------------------
                        SECTION 23. TRUSTEE OR CUSTODIAN
-------------------------------------------------------------------------------

OPTION A:     [ ]  Financial Organization as Trustee or Custodian

CHECK ONE:    [ ]  Custodian.   [ ]  Trustee without full trust powers, or [ ]
              Trustee with full trust powers

Financial Organization _________________________________________________________

Signature ______________________________________________________________________

Type Name ______________________________________________________________________

COLLECTIVE OR COMMINGLED FUNDS

List any collective or commingled funds maintained by the financial organization
Trustee in which assets of the Plan may be invested (Complete if applicable).
________________________________________________________________________________
________________________________________________________________________________

OPTION B      [X]  Individual Trustee(s)

Signature /s/ Bruce A. Mitchell         Signature ______________________________
          ---------------------
Type Name Bruce A. Mitchell             Type Name ______________________________
          ---------------------
Signature _____________________         Signature ______________________________

Type Name _____________________         Type Name ______________________________

-------------------------------------------------------------------------------
                              SECTION 24. RELIANCE
-------------------------------------------------------------------------------

An Employer who has ever maintained or who later adopts any plan (including a
welfare benefit fund, as defined in Section 419(e) of the Code, which provides
post-retirement medical benefits allocated to separate accounts for key
employees, as defined in Section 419A(d)(3) of the Code, or an individual
medical account, as defined in Section 415(I)(2) of the Code)in addition to this
Plan (other than a paired standardized money purchase pension plan using the
same Basic Plan Document as this Plan) may not rely on the opinion letter issued
by the National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Section 401 of the Internal Revenue Code. If the
Employer who adopts or maintains multiple plans wishes to obtain reliance that
his or her plan(s) are qualified, application for a determination letter should
be made to the appropriate Key District Director of Internal Revenue.

The Employer may not rely on the opinion letter issued by the National Office of
the Internal Revenue Service as evidence that this Plan is qualified under
Section 401 of the Code unless the terms of the Plan, as herein adopted or
amended, that pertain to the requirements of Sections 401(a)(4),401(a)(17),
401(1), 401(a)(5), 410(b) and 414(s) of the Code, as amended by the Tax Reform
Act of 1986, or later laws, (a) are made effective retroactively to the first
day of the first Plan Year beginning after December 31, 1988 (or such later date
on which these requirements first become effective with respect to this Plan):
or (b) are made effective no later than the first day on which the Employer is
no longer entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of the Plan
constitute such an interpretation.

This Adoption Agreement may be used only in conjunction with Basic Plan Document
No. 04.

-------------------------------------------------------------------------------
                         SECTION 25. EMPLOYER SIGNATURE
                     Important: Please read before signing
-------------------------------------------------------------------------------

I am an authorized representative of the Employer named above and I state the
following:

1.   I acknowledge that I have relied upon my own advisors regarding the
     completion of this Adoption Agreement and the legal and tax implications of
     adopting this Plan.

2.   I understand that my failure to properly complete this Adoption Agreement
     may result in disqualification of the Plan.

3.   I understand that the Prototype Sponsor will inform me of any amendments
     made to the Plan and will notify me should it discontinue or abandon the
     Plan.

4.   I have received a copy of this Adoption Agreement and the corresponding
     Basic Plan Document.

Signature for Employer /s/ Bruce A. Mitchell   Date Signed   12/12/96
                       ---------------------               ---------------------
Type Name      Bruce A. Mitchell               Title   Exec Vice President and
          ----------------------                       General Counsel
                                                       -------------------------