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                                 EXHIBIT 10.23

                                   401(k) Plan


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Rev. 4/97                                                          Plan Document
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                                   Chapter 15
                                  Plan Document








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MONTHLYB.WP                 ADP 401(k) ADMINISTRATIVE MANUAL                15-1


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                        AUTOMATIC DATA PROCESSING, INC
                             PROTOTYPE 401(k) PLAN

                           Monthly Valuation Product


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                              TABLE OF CONTENTS

                                                                          Page

TABLE OF CONTENTS............................................................i

ARTICLE I....................................................................1

Definitions and Rules of Construction........................................1
     1.1   Definitions.......................................................1
           Account...........................................................1
           Account Balance...................................................1
           Administrative Committee..........................................1
           Adoption Agreement................................................1
           Affiliate.........................................................1
           After-Tax Account.................................................2
           Beneficiary.......................................................2
           Benefit Commencement Date.........................................3
           Board of Directors................................................3
           Code..............................................................3
           Company...........................................................3
           Compensation......................................................3
           Determination Year................................................6
           Disability........................................................6
           Direct Rollover...................................................6
           Distributee.......................................................6
           Early Retirement Date.............................................7
           Earned Income.....................................................7
           Effective Date....................................................7
           Elective Deferrals................................................7
           Eligible Employee.................................................7
           Eligible Retirement Plan..........................................8
           Eligible Rollover Distribution....................................8
           Employee..........................................................8
           Employer..........................................................9
           Employer Contribution Account.....................................9
           Employment........................................................9
           Entry Date........................................................9
           ERISA.............................................................9
           Family Member....................................................10
           Highly Compensated Employee......................................10
           Hour of Service..................................................12
           Investment Fund..................................................13

<PAGE>

           Look-Back Year...................................................13
           Matching Contributions...........................................14
           Nonelective Contributions........................................14
           Non-Highly Compensated Employee..................................14
           Normal Retirement Age............................................14
           Owner-Employee...................................................14
           Participant......................................................14
           Participant 401(k) Account.......................................14
           Participant 401(k) Election......................................14
           Participating Affiliate..........................................14
           Period of Severance..............................................15
           Plan.............................................................16
           Plan Year........................................................16
           Prototype Sponsor................................................16
           Qualified Domestic Relations Order...............................17
           Qualified Matching Contributions.................................17
           Qualified Nonelective Contributions..............................17
           Rollover Contribution............................................17
           Self-Employed Individual.........................................18
           Transfer Contribution............................................18
           Trust............................................................18
           Trustee..........................................................18
           Valuation Date...................................................18
           Vesting Service..................................................19
           Year of Eligibility Service......................................19
           Years of Service.................................................19
     1.2   Additional Definitions...........................................20
     1.3   Rules of Construction............................................20
     1.4   Controlling Law..................................................21
     1.5   Savings Clause...................................................22

ARTICLE II..................................................................23

Participation...............................................................23
     2.1   Admission as a Participant.......................................23
     2.2   Termination of Participation.....................................24
     2.3   Provision of Information.........................................24
     2.4   Minimum Number of Participants...................................24
     2.5   Rollover Contributions...........................................25

ARTICLE III.................................................................26

Contributions and Account Allocations.......................................26

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     3.1   Employer Contributions...........................................26
     3.2   General Provisions Concerning Employer Contributions.............28
     3.3   Rollover Contributions...........................................29
     3.4   Transfer Contributions...........................................30
     3.5   Establishing of Accounts.........................................30
     3.6   Multiple Trades and Businesses...................................32

ARTICLE IV..................................................................34

Vesting.....................................................................34
     4.1   Determination of Vesting.........................................34
     4.2   Rules for Crediting Vesting Service..............................34
     4.3   Forfeitures......................................................35

ARTICLE V...................................................................36

Amount and Payment of Account Balances......................................36
     5.1   Termination of Employment........................................36
     5.2   Payment of Account Balances on Termination of Employment.........36
     5.3   Death Benefit....................................................37
     5.4   Beneficiaries....................................................37
     5.5   Limitation on Commencement of Benefits...........................40
     5.6   Withdrawals Before Termination of Employment.....................41
     5.7   Loans............................................................43
     5.8   Additional Distribution Events...................................47
     5.9   Distributions to Alternate Payees................................48

ARTICLE VI..................................................................49

Forms of Payment of Accounts................................................49
     6.1   Normal Form of Payment...........................................49
     6.2   Optional Form of Payment.........................................49
     6.3   Election of Optional Form........................................49
     6.4   Limitation on Options............................................50
     6.5   Change in Form or Timing of Payment..............................50
     6.6   Conditions to Distribution.......................................51
     6.7   Eligible Rollover Distributions..................................51

ARTICLE VII.................................................................52

Fiduciaries.................................................................52
     7.1   Named Fiduciaries................................................52
     7.2   Employment of Advisers...........................................52

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     7.3   Multiple Fiduciary Capacities....................................53
     7.4   Payment of Expenses..............................................53
     7.5   Indemnification..................................................53

ARTICLE VIII................................................................54

Plan Administration.........................................................54
     8.1   Administrative Committee.........................................54
     8.2   Powers and Duties of the Administrative Committee................55
     8.3   Delegation of Responsibility.....................................56
     8.4   Trustee..........................................................56
     8.5   Investment of Accounts...........................................57
     8.6   Valuation of Accounts............................................58

ARTICLE IX..................................................................59

Plan Amendment or Termination...............................................59
     9.1   Plan Amendment...................................................59
     9.2   Limitations on Plan Amendment....................................60
     9.3   Right of the Company to Terminate Plan or Discontinue
           Contributions....................................................61
     9.4   Effect of Partial or Complete Termination or Complete
           Discontinuance of Contributions..................................62
     9.5   Distribution Upon Termination....................................62
     9.6   Bankruptcy.......................................................63
     9.7   Action by Company................................................63

ARTICLE X...................................................................64

Miscellaneous Provisions....................................................64
     10.1  Exclusive Benefit of Participants................................64
     10.2  Plan Not a Contract of Employment................................65
     10.3  Type of Plan.....................................................65
     10.4  Source of Benefits...............................................65
     10.5  Benefits Not Assignable..........................................65
     10.6  Merger or Transfer of Assets.....................................66
     10.7  Participation in the Plan by an Affiliate........................66
     10.8  Conditional Adoption.............................................67
     10.9  Inability to Locate Participant or Beneficiary...................67
     10.10 Application of Prior Plan........................................68
     10.11 Failure of Qualified Status......................................68

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APPENDIX A...................................................................1

Limitations on Elective Deferrals and Matching Contributions.................1
     A.1   Definitions.......................................................1
           Actual Deferral Percentage........................................1
           Aggregate Limit...................................................2
           Average Actual Deferral Percentage................................2
           Average Contribution Percentage...................................2
           Contribution Percentage...........................................2
           Eligible Participant..............................................3
           Excess Aggregate Contributions....................................3
           Excess Contributions..............................................3
           Excess Deferral Amount............................................4
           Matching Contribution.............................................4
     A.2   Maximum Amount of Elective Deferrals..............................4
     A.3   Excess Deferral Amounts...........................................4
     A.4   Actual Deferral Percentage Test...................................6
     A.5   Excess Contributions..............................................9
     A.6   Average Contribution Percentage Test.............................10
     A.7   Excess Aggregate Contributions...................................13
     A.8   Coordination of Distributions of Excess Deferral Amounts,
           Excess Contributions, and Excess Aggregate Contributions.........15
     A.9   Multiple Use of Alternative Limitations..........................15

APPENDIX B...................................................................1

Limitations on Annual Additions..............................................1
     B.1   Definitions.......................................................1
           Annual Addition...................................................1
           Controlled Group Member...........................................2
           Defined Benefit Fraction..........................................2
           Defined Contribution Dollar Limitation............................3
           Defined Contribution Fraction.....................................3
           Excess Amount.....................................................4
           Limitation Compensation...........................................4
           Limitation Year...................................................6
           Master or Prototype Plan..........................................6
           Projected Annual Benefit..........................................6
     B.2   Maximum Annual Addition...........................................6
     B.3   Excess Amounts....................................................7

<PAGE>

APPENDIX C...................................................................1

Top-Heavy Provisions.........................................................1
     C.1   Definitions.......................................................1
           Aggregated Plans..................................................1
           Determination Date................................................1
           Group Participant.................................................2
           Key Employee......................................................2
           Non-Key Employee..................................................3
           Top-Heavy Ratio...................................................3
     C.2   Top-Heavy Plan....................................................5
     C.3   Minimum Benefits or Contributions.................................6
     C.4   Minimum Vesting...................................................7
     C.5   Adjustment to Maximum Benefits....................................8
     C.6   Discontinuance of Appendix........................................8

APPENDIX D...................................................................1

Distribution Requirements....................................................1
     D.1   Definitions.......................................................1
           Applicable Life Expectancy........................................1
           Distribution Calendar Year........................................2
           Participant's Benefit.............................................2
           Required Beginning Date...........................................2
           Valuation Calendar Year...........................................2
     D.2   General Rules.....................................................2


<PAGE>


                                  ARTICLE I

                    DEFINITIONS AND RULES OF CONSTRUCTION

I.1 DEFINITIONS.

         These terms have the following meanings in this Plan:

         ACCOUNT: The Participant 401(k) Account and/or Employer Contribution
Account and/or After-Tax Account.

         ACCOUNT BALANCE: The value of an Account determined as of any
Valuation Date.

         ADMINISTRATIVE COMMITTEE: The committee appointed under, and having
the responsibilities specified in, Articles VII and VIII.

         ADOPTION AGREEMENT: The instrument executed by the Company by which
it agrees to adopt the Plan. The Adoption Agreement contains all the options
that the Company may select under the Plan and is an integral part of the
Plan.

         AFFILIATE: Any corporation, partnership, or other entity (other than
the Company) which is:

         (a) a member of a "controlled group of corporations" (as defined in
Code Section 414(b)) of which the Company is a member;

         (b) a member of any trade or business under "common control" (as
defined in Code Section 414(c)) with the Company;

         (c) a member of an "affiliated service group" (as defined in Code
Section 414(m)) which includes the Company;

<PAGE>


         (d) a "leasing organization" which "leases" (as defined in Code
Section 414(n)) its employees to the Company or an Affiliate and which
otherwise satisfies the requirements of Code Section 414(n)(1) through (4) and
which employees who are so leased to the Company or an Affiliate are (i) not
covered by a money purchase pension plan providing (A) a nonintegrated
employer contribution rate of at least 10% of compensation as defined in Code
Section 415(c)(3) (but including amounts contributed under a salary reduction
agreement which are excludable from the employee's gross income under Code
Section 125, 402(e)(3), 402(h), or 403(b)), (B) immediate participation
(other than an individual whose compensation from the leasing organization in
each Plan Year during the 4-year period ending with the Plan Year is less
than $1,000), and (C) full and immediate vesting and (ii) leased employees do
not constitute more than 20% of the Company's non-highly compensated
workforce within the meaning of Code Section 414(n)(5)(C)(ii); or

         (e) an entity described in regulations promulgated by the Secretary
of the Treasury under Code Section 414(o).

         AFTER-TAX ACCOUNT: The Account under the Plan established for a
Participant under Section 3.5.4.

         BENEFICIARY: Any person, trust, estate, or charitable organization
designated or deemed designated by a Participant to receive payment of Plan
benefits due after the Participant's death, except to the extent the
designation or deemed designation is superseded by a state statute which is
not preempted by ERISA.

         BENEFIT COMMENCEMENT DATE: The first day on which all events have
occurred which entitle the Participant or Beneficiary to a Plan benefit, and
for purposes of Code Section 402(f) and 411(a)(11), the date on which a
distribution is received.


                                     -2-

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     BOARD OF DIRECTORS: In the case of a corporation, the Company's Board of
Directors or other governing body. In the case of a partnership or in the
case of a sole proprietorship, the terms "general partners" and "sole
proprietor" respectively, shall be substituted for the term "Board of
Directors".

     CODE: The Internal Revenue Code of 1986, as amended from time to time.
Reference to a specific Code provision includes any valid regulation
promulgated under that provision.

     COMPANY: The entity that executes the Adoption Agreement, and any of its
successors.

     COMPENSATION: Compensation shall mean wages as defined in Code Section
3401(a) and all other payments of compensation to an Employee by the Employer
(in the course of the Employer's trade or business) for which the Employer is
required to furnish the Employee a written statement under Code Sections
6041(d) and 6051(a)(3). Compensation shall be determined without regard to
any rules under Code Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or the services
performed (such as the except for agricultural labor in Code Section
3401(a)(2)). Except for the purposes of Limitation Compensation under
Appendix B and Appendix Section C.3.1(b), Compensation shall include Employer
contributions made pursuant to a salary reduction agreement which are not
includible in the Participant's gross income under Code Section 125,
402(e)(3), 402(h), or 403(b). However, except for determining the Actual
Deferral Percentage and the Contribution Percentage under Appendix A, and
except for computing the minimum contribution under Appendix C if the Plan
becomes top-heavy, the Company may elect in Section III of the Adoption
Agreement to exclude


                                     -3-
<PAGE>

overtime, bonuses, commissions, severance pay, and/or other extraordinary
remuneration. In addition, any payment which is not directly paid through the
payroll system, such as group-term life insurance, tips and third-party sick
pay, will be excluded from the definition of Compensation. To the extent
permitted under the Code and any applicable regulations, the Company may
elect, in determining the Actual Deferral Percentage and the Contribution
Percentage under Appendix A to limit Compensation to that paid to a
Participant while participating in the Plan only if the Plan is otherwise
unable to pass the Actual Deferral Percentage test under Section A.4 or the
Average Contribution Percentage test under Section A.6.

     For any Self-Employed Individual, Compensation means Earned Income,
provided, however, that notwithstanding the foregoing, if an election is made
to use an alternative definition of Compensation under Code Section 414(s),
an equivalent alternative Compensation amount may be determined for any
Self-Employed Individual for purposes of nondiscrimination testing under Code
Section 401(a)(4).

     Compensation is determined from the Employer's records.

     A Participant's Compensation may not exceed $200,000 (as adjusted at the
same time and in the same manner as under Code Section 415(d)). In
determining the Compensation of a Participant under this limitation, the
family aggregation rules of Code Section 414(q)(6) apply. However, in
applying those rules, "family" includes only the spouse of the Participant
and any lineal descendants of the Participant who have not attained age 19
before the close of the year. If, by applying the family aggregation rules,
the adjusted $200,000 limitation would be exceeded, then the limitation is
prorated among the affected individuals in proportion to each individual's


                                    -4-

<PAGE>

Compensation as determined before the application of the $200,000 limitation.

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

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

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

     DETERMINATION YEAR: The period for which Highly Compensated Employees
are being identified. If the Plan Year is a calendar year, the Plan Year is
the Determination Year.


                                      -5-

<PAGE>

Otherwise, the months in the Plan Year which follow the Look-Back Year are
the Determination Year.

     DISABILITY: The inability of a Participant to continue in the service of
the Employer, as specifically defined in, and elected by the Employer under
Section VII of the Adoption Agreement.

     DIRECT ROLLOVER: A payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

     DISTRIBUTEE: An Employee or former Employee. In addition, the Employee's
or former Employee's surviving spouse and the Employee's or former Employee's
spouse or former spouse who is the alternate payee under a Qualified Domestic
Relations Order as defined in Code Section 414(p), are Distributees with
respect to the interest of the spouse or former spouse.

     EARLY RETIREMENT DATE:  If elected by the Company under the Adoption
Agreement, the date under which an Employee can separate from the service of
the Company or Participating Affiliate, as applicable, and be fully vested.

     EARNED INCOME: The net earnings from self-employment in the trade or
business with respect to which the Plan is established, for which personal
services of the individual are a material income-producing factor. Net
earnings are determined without regard to items not included in gross income
and the deductions allocable to those items. Net earnings are reduced by
contributions by an Employer to a qualified plan to the extent deductible
under Code Section 404. Earned Income is determined with regard to the
deduction allowed by Code Section 164(f).

     EFFECTIVE DATE:  The date designated in Section 1.B.3 of the Adoption
Agreement as the date on which the Plan, as originally adopted or as amended
and restated, will apply.


                                    -6-

<PAGE>


         ELECTIVE DEFERRALS: Employer contributions made to the Plan under
Participant 401(k) Elections.

         ELIGIBLE EMPLOYEE: All Employees of an Employer, except nonresident
aliens with no earned income from the Company or an Affiliate which
constitutes United States source income and those employees in the job
classifications specified in Section II.A of the Adoption Agreement.

         The Eligible Employees of a Participating Affiliate are those
Employees designated as eligible for the Plan by the Participating Affiliate
under Section 10.7.1.

         ELIGIBLE RETIREMENT PLAN: An individual retirement account described
in Code Section 408(a), an individual retirement annuity described in Code
Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401(a), that accepts the
Distributee's Eligible Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity.

         ELIGIBLE ROLLOVER DISTRIBUTION: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution shall not include any distribution that is one
of a series of substantially equal periodic payments (not less frequent than
annually) made for the life (or life expectancy) of the Distributee or the
joint lives (or joint life expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a specified period of 10 years
or more; any distribution to the extent such distribution is required under
Code Section 401(a)(9); and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities).


                                      -7-

<PAGE>


         EMPLOYEE: All common law or contract Employees employed by the
Company or an Affiliate and in accordance with Code Section 7701(a)(20),
full-time life insurance salesmen who are considered employees for purposes
of social security withholding. Employee also includes all leased employees
within the meaning of Code Section 414(n) and 414(o). However, if the leased
employees constitute less than 20% of the non-highly compensated workforce of
the Company or an Affiliate within the meaning of Code Section
414(n)(1)(C)(ii), Employee does not include leased employees covered by a
plan described in Code Section 414(n)(5) unless otherwise provided by this
Plan. However, in determining the non-highly compensated workforce of the
Company or an Affiliate with the meaning of Code Section 414(n)(1)(C)(ii),
all Employees are taken into account.

         EMPLOYER: The Company or Participating Affiliate by whom an Employee
is employed.

         EMPLOYER CONTRIBUTION ACCOUNT: The account under the Plan
established for a Participant under Section 3.5.3.

         EMPLOYMENT: An Employee's Employment with the Company or an
Affiliate. An Employee will not have terminated Employment while on a leave
of absence for required military service or on a leave of absence for any
other purpose authorized in writing by the Company or an Affiliate under
uniform and nondiscriminatory rules if the Employee completes an Hour of
Service with the Company or an Affiliate within 90 days after his separation
from military service or within 90 days after the expiration of his other
leave of absence. If the Employee does not complete an Hour of Service during
the 90-day period, the Employee will be deemed to have terminated Employment
as of the first day of his leave of absence.


                                     -8-
<PAGE>

     ENTRY DATE: The first day of any month.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended
from time to time. Reference to a specific provision of ERISA includes any
valid regulation promulgated under that provision.

     FAMILY MEMBER: An individual described in Code Section 414(q)(6)(B);
namely, the spouse of an Employee, the lineal ascendants of an Employee, the
lineal descendants of an Employee, the spouses of lineal ascendants of the
Employee, and the spouses of lineal descendants of the employee. Under this
definition, Employee refers only to a 5-percent owner of the Company or a
top-ten Highly Compensated Employee.

     HIGHLY COMPENSATED EMPLOYEE: An individual described in Code Section
414(q), including both Highly Compensated active Employees and Highly
Compensated former Employees. A Highly Compensated active Employee is an
Employee who performs service for the Company or an Affiliate during the
Determination Year and who, during the Look-Back Year (i) received
Compensation in excess of $75,000 (as adjusted under Code Section 415(d)),
(ii) received Compensation from the Company or an Affiliate in excess of
$50,000 (as adjusted under Code Section 415(d)) and was a member of the
top-paid group for that year, or (iii) was an officer of the Company or an
Affiliate and received Compensation during that year that is greater than 50%
of the dollar limitation in effect under Code Section 415(b)(1)(A). Highly
Compensated active Employees also include (i) an Employee who is described in
the preceeding sentence if the term "Determination Year" is substituted for
the term "Look-Back Year" and who is one of the 100 Employees who received
the Most Compensation from the Company or an Affiliate during the
Determination Year and (ii) an Employee who is a 5-percent owner at any time
during the

                                 -9-
<PAGE>

Look-Back Year or Determination Year.

     The highest paid officer for a year is treated as a Highly Compensated
Employee if no officer has Compensation in excess of 50% of the dollar
limitation in effect under Code Section 415(b)(1)(A) during either a
Determination Year or a Look-Back Year.

     A Highly Compensated former Employee includes any Employee who separated
from service (or was deemed to have separated) before the Determination Year,
performs no service for the Company or an Affiliate during the Determination
Year, and was a Highly Compensated active Employee for either the
Determination Year during which he separated from service (or was deemed to
have separated) or any Determination Year ending on or after the Employee's
55th birthday.

     The determination of who is a Highly Compensated Employee, including the
determination of the number and identity of the Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers,
and the Compensation that is considered, is made in accordance with Code
Section 414(q) and the following:

     (a)  Leased Employees covered by a safe harbor pension plan are not
  treated as Employees with respect to retirement plans.

     (b)  In determining Compensation, accrued (not paid) compensation is not
  used and amounts other than wages, fees, bonuses, commissions, etc. are
  ignored in accordance with Treasury Regulation Section 1.415-2(d)(10).

     (c)  The top-paid group is the highest paid 20% of the number of
  "Employees" employed by the Company or an Affiliate during the testing year,
  excluding:

                                          -10-


<PAGE>

          (i)      nonresident aliens with no U.S. source of earned income;

          (ii)     leased Employees covered by a safe harbor pension plan who
                   are not treated as Employees;

          (iii)    bargaining unit workers if this Plan excludes all
                   bargaining unit workers and 90% or more of the work force
                   of the Company or an Affiliate consists of bargaining unit
                   workers;

          (iv)     probationary Employees who have not completed 6 months of
                   service;

          (v)      part-time Employees who normally work fewer that 17.5 hours
                   per week;

          (vi)     seasonal workers who normally work during less than 6
                   months in any testing year; and

          (vii)    Employees who have not attained age 21 in any testing
                   period.

     (d)  The simplified method for determining Highly Compensated Employees
  under Code Section 414(q)(12) does not apply.

      HOUR OF SERVICE:

      (a)  Each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Company or an Affiliate. These hours
are credited to the Employee for the computation period in which the duties
are performed.

      (b)  Each hour for which an Employee is paid, or entitled to payment,
by the Company or an Affiliate on account of a period of time during which no
duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday,

                                        -11-


<PAGE>


illness, incapacity (including disability), layoff, jury duty, military duty,
or leave of absence. No more than 501 Hours of Service may be credited under
this paragraph for any single continuous period (whether or not the period
occurs in a single computation period). Hours under this paragraph are
calculated and credited pursuant to Department of Labor Regulation Section
2530.200b-2, which is incorporated by this reference.

     (c)  Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company or an Affiliate. The
same Hours of Service are not credited both under paragraph (a) or paragraph
(b), as the case may be, and under this paragraph (c). These hours are
credited to the Employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement, or payment is made.

     If an Adoption Agreement allows an Employer to elect to determine an
Employee's eligibility for participation based on months of service, an
Employee will be credited with 190 Hours of Service for a month if the
Employee would be credited with at least one Hour of Service during that
month.

     INVESTMENT FUND: An Investment Fund selected by the Administrative
Committee under Section 8.5.

     LOOK-BACK YEAR: If the Plan Year is a calendar year, the Look-Back Year
is the preceding calendar year. Otherwise, the Look-Back Year is the calendar
year ending within the Plan Year.

     MATCHING CONTRIBUTIONS:  An Employer contribution to the Plan for the
benefit of a Participant because of the Participant's Elective Deferral.

                                          -12-




<PAGE>

     NONELECTIVE CONTRIBUTIONS: An Employer contribution to the Plan (other
than a Matching Contribution or Qualified Matching Contribution) which the
Participant could not have elected to receive in cash or as another taxable
benefit.

     NON-HIGHLY COMPENSATED EMPLOYEE: An Employee who is neither a Highly
Compensated Employee nor a Family Member.

     NORMAL RETIREMENT AGE: age 65.

     OWNER-EMPLOYEE: a sole proprietor, or a partner, who owns more than 10%
of either the capital or profits interest of the partnership.

     PARTICIPANT: An Employee who has commenced, but not terminated,
participation in the Plan under Article II.

     PARTICIPANT 401(k) ACCOUNT: The Account under the Plan established for a
Participant under Section 3.5.1.

     PARTICIPANT 401(k) ELECTION: The election by a Participant to have part
of the amount that otherwise would be paid as Compensation converted to an
Employer contribution in accordance with Section 3.1.1.

     PARTICIPATING AFFILIATE: An Affiliate which adopts, and has not
terminated participation in or withdrawn from, the Plan in accordance with
Section 10.7.

     PERIOD OF SEVERANCE: A period of at least 12 consecutive months
beginning on the later of (i) the date an Employee quits, retires, is
discharged, or dies or (ii) the first anniversary of the date that the
Employee is absent from work (with or without pay) for any other reason, and
ending on the date he again becomes an Employee. A Period of Severance is

                                      -13-

<PAGE>

measured in years with each annual anniversary of the date on which the
Period of Severance began measured as one year.

     However, a Period of Severance does not begin if the Employee is:

          (a)  on a leave of absence authorized by his Employer in accordance
     with standard personnel policies applied in a nondiscriminatory manner
     to all Employees similarly situated and returns to active Employment by
     the Company or an Affiliate within 90 days after the expiration of the
     leave of absence;

          (b)  on military leave while the Employee's reemployment rights are
     protected by law and returns to active Employment by the Company or an
     Affiliate within 90 days after his discharge or release (or such longer
     period as may be prescribed by law); or

          (c)  on layoff and returns to work within such period and in such a
     manner as to maintain seniority according to the rules of the Company or
     an Affiliate in effect on the date of return.

     Solely to determine whether a Period of Severance has occurred for
participation and vesting purposes for an Employee who is absent from work
for maternity or paternity reasons, the 24-consecutive month period beginning
on the first anniversary of the first date of the absence is not a Period of
Severance. However, the Employee is not credited for a Year of Service for
the 12-month period between the first and second anniversaries of the
absence. An absence from work for maternity or paternity reasons means an
absence (i) because of the Employee's pregnancy, (ii) because of the birth of
the Employee's child, (iii) because of the placement of a child with the
Employee in connection with the Employee's adoption of the child or (iv) for
caring for the Employee's child for a period beginning immediately after the
birth or

                                  -14-

<PAGE>

placement.

     Nothwithstanding the foregoing, if an Employer elects under Section V of
the Adoption Agreement to credit Vesting Service based on the number of Hours
of Service credited to an Employee during the computation period, an Employee
credited with fewer than 501 Hours of Service during a computation period
will incur a Period of Severance with respect to such computation period. The
computation period for determining a Period of Severance is the same as the
computation period for determining a Year of Service.

     Effective August 5, 1993, and solely to determine whether a Period of
Severance has occurred for participation and vesting purposes, the period of
a leave of absence pursuant to the Family Medical Leave Act shall not be taken
into account.

     PLAN: The name of the Plan as indicated in Section I.B.1. of the
Adoption Agreement and Appendices A through D.

     PLAN YEAR: A period not to exceed 12 months, as specified in Sections
I.C.1. & I.C.2 of the Adoption Agreement.

     PROTOTYPE SPONSOR: Automatic Data Processing Federal Credit Union.

     QUALIFIED DOMESTIC RELATIONS ORDER: A "Qualified Domestic Relations
Order" as defined in Code Section 414(p), or any domestic relations order
entered before January 1, 1985, if either payment of benefits under the order
has begun as of that date or the Administrative Committee decides to treat
the order as a "Qualified Domestic Relations Order" within the meaning of
Code Section 414(p) even if it does not otherwise qualify as such.

     QUALIFIED MATCHING CONTRIBUTIONS: Matching Contributions which are
subject to the distribution and nonforfeitability requirements of Code
Section 401(k) when made.


                                     -15-

<PAGE>

         QUALIFIED NONELECTIVE CONTRIBUTIONS: Nonelective Contributions which
are subject to the distribution and nonforfeitability requirements of Code
Section 401(k) when made.

         ROLLOVER CONTRIBUTION: An amount received from a plan which
qualifies under Code Section 401 or 403(a) and which is rolled over to the
Plan under Code Section 402(a)(5) (or Code Section 402(c) with respect to
distributions after December 31, 1992). The following conditions must be
satisfied before a Rollover Contribution can be made:

         (a) The transfer to the Plan must occur within 60 days after the
     Employee's receipt of the last distribution from the other plan; and

         (b) The amount transferred must equal any portion of the
     distribution the Employee received from the other plan, subject to the
     maximum rollover provision of Code Section 402(a)(5)(B) (Code Section
     402(c)(2) with respect to distributions after December 31, 1992),
     limiting the amount to the fair market value of all property received in
     the distribution reduced by Employee contributions, as defined in Code
     Section 402(a)(5)(E) (with respect to distributions on or before
     December 31, 1992).

However, if an Employee had deposited a "qualified total distribution" within
the meaning of Code Section 402(a)(5)(E) (with respect to distributions on or
before December 31, 1992) into an individual retirement account as defined in
Code Section 408, he may transfer the amount of the distribution plus
earnings thereon from the individual retirement account to the Plan, provided
that the rollover amount is deposited with the Trustee within 60 days after
receipt from the individual retirement account.

         SELF-EMPLOYED INDIVIDUAL: An individual who has Earned Income for
the taxable year from the trade or business for which the Plan is
established; also, an individual who


                                      -16-

<PAGE>


would have had Earned Income except that the trade or business had no net
profits for the taxable year.

         TRANSFER CONTRIBUTION: A cash amount transferred on behalf of an
Eligible Employee to the Plan in a trust to trust transfer from a plan which
qualifies under Code Section 401 or 403(a) and in which the Participant has a
100% nonforfeitable interest, other than a Direct Rollover.

         TRUST: The Trust established under the Plan to which Plan
contributions are made and in which Plan assets are held.

         TRUSTEE: The person appointed as Trustee under, and having the
responsibilities specified in, Articles VII and VIII, and any successor
Trustee.

         VALUATION DATE: The last business day of each month.

         VESTING SERVICE: The Years of Service credited to an Employee under
Section 4.2 for determining the Participant's nonforfeitable percentage in
the Account Balance of his Employer Contribution Account.

         YEAR OF ELIGIBILITY SERVICE: A 12-consecutive month period during
which an Employee completes 1,000 Hours of Service. The initial 12-month
period begins on the date the Employee first performs an Hour of Service. The
succeeding 12-month periods begin with the first Plan Year commencing after
the date the Employee first performs an Hour of Service.

         YEARS OF SERVICE: An Employee's period of service with the Company
or an Affiliate. The Employee's Years of Service equals the sum of:

         (a) the period beginning on the date the Employee first performs an
     Hour of Service and ending on the date the Employee quits, retires, is
     discharged, dies or is

                                      -17-

<PAGE>


     absent from work (with or without pay) for any other reason; and

         (b) (i) if the Employee quits, retires, or is discharged, the period
     beginning on the date the Employee terminates Employment and ending on
     the first date on which the Employee again performs an Hour of Service,
     if that date is within 12 months of the date on which the Employee last
     performed an Hour of Service; or

             (ii) if the Employee is absent from work for any other reason
     and, within 12 months of the first day of the absence, the Employee quits,
     retires, or is discharged, the period beginning on the first date of the
     absence and ending on the first day the Employee again performs an Hour
     of Service if that date is within 12 months of the date the absence
     began.

         If the Company maintains this Plan as the plan of a predecessor
employer, service with the predecessor employer is treated as Years of
Service. If the Company does not maintain this Plan as the plan of a
predecessor employer, service with the predecessor employer is treated as
Years of Service only if approved by the Board of Directors. Notwithstanding
the foregoing, an Employer may elect under Section V.B of the Adoption
Agreement to have Vesting Service determined on an Hours of Service basis,
with an Employee credited with 190 Hours of Service for a month if the
Employee would be credited with at least one Hour of Service during that
month, so long as the Hours of Service basis was the method for determining
service for vesting purposes under the version of this Plan prior to its
amendment and restatement.

I.2   ADDITIONAL DEFINITIONS

         Additional definitions which relate only to a specific Appendix in
the Plan can be located as follows:

                                      -18-
<PAGE>

         (a) Limitations on Elective Deferrals and Matching Contributions -
     Section A.1;

         (b) Limitations on Annual Additions - Section B.1;

         (c) Top-Heavy Provisions - Section C.1; and

         (d) Distribution Requirements - Section D.1.

I.3   RULES OF CONSTRUCTION

         1.3.1 As used in this Plan, a pronoun or adjective in the masculine
gender includes the feminine gender and the singular includes the plural (and
vice versa), unless the context clearly indicates otherwise. Any reference to
Article, Section, Appendix, or paragraph means the Article, Section,
Appendix, or paragraph so delineated in this Plan.

         1.3.2 The titles and headings to Articles, Sections, and Appendices
are for convenience of reference. In case any conflict, the text of the Plan,
rather than the titles and headings, controls.

         1.3.3 For all purposes of the Plan other than eligibility to make
Elective Deferrals and to receive Matching Contributions, the term
"Participant" shall include any Eligible Employee who has not yet satisfied
the age and/or service requirement elected by the Employer under Section II.B
and Section II.C of the Adoption Agreement but who has made a Rollover
Contribution or Transfer Contribution to the Plan.

I.4   CONTROLLING LAW

         The Plan is intended to qualify under Code Section 401(a) and to
comply with ERISA and its terms will be interpreted accordingly. If any Plan
provision is subject to more than one construction, the ambiguity will be
resolved in favor of the interpretation or construction which is

                                      -19-


<PAGE>


consistent with that intent. Similarly, in the event of any conflict between
any provisions of the Plan or between any Plan provision and Beneficiary
designation form or any other form submitted to the Administrative Committee,
the Plan provisions necessary to retrain qualified status under Code Section
401(a) will prevail. Otherwise, to the extent not preempted by ERISA or as
expressly provided, the laws of New Jersey (other than its conflict of law
provisions) will control the interpretation and performance of the Plan.

I.5   SAVINGS CLAUSE

         Each Plan provision is independent of each other provision. If any
provision proves, or is held by any court, or tribunal, board, or authority
of competent jurisdiction, to be void or invalid as to any Participant or
group of Participants, that provision will be disregarded and deemed to be
void and no part of the Plan. However, the invalidation of any provision will
not impair or affect this Plan or any other provision.


                                        -20-

<PAGE>

                                  ARTICLE II

                                PARTICIPATION

II.1  ADMISSION AS A PARTICIPANT

     II.1.1 An Eligible Employee becomes a participant on the Entry Date
coincident with or next following the date he:

     (a) attains the age elected in Section II.B of the Adoption Agreement;
and

     (b) completes the service requirement elected in Section II.C of the
Adoption Agreement

However, if this Plan is a restatement of an existing plan, an Eligible
Employee who was a Participant in the existing plan on the day before the
Effective Date will continue as a Participant on the Effective Date.

     II.1.2 An Employee, who is not an Eligible Employee but who has met the
age and service requirements of Section 2.1.1, will become a Participant on
the Entry Date immediately after he becomes an Eligible Employee.

     II.1.3 A former Participant who again becomes an Eligible Employee with
credit for at least the minimum age and service requirement (if any) elected
in Sections II.B and II.C of the Adoption Agreement will become a Participant
on the Entry Date coincident with or next following the date on which he
again is an Eligible Employee.

II.2 TERMINATION OF PARTICIPATION

     A Participant ceases to be a Participant:

     (a) upon his death; or


                                     -21-

<PAGE>

     (b) upon payment to the Participant of all benefits due to him under the
Plan.

II.3 PROVISION OF INFORMATION

     Each Employee who becomes a Participant must execute such forms as the
Administrative Committee requires and must make available to the
Administrative Committee any information reasonably requested. By virtue of
participation in this Plan, an Employee agrees, on his own behalf and on
behalf of all persons who may have or claim any right by the Employee's
participation in the Plan, to be bound by all provisions of the Plan and the
trust agreement.

II.4 MINIMUM NUMBER OF PARTICIPANTS

     II.4.1 The minimum number of Employees deriving a benefit from the Plan
must equal the lesser of:

     (a) 50%; or

     (b) 40% or more of the Employees of the Company and its Affiliates. An
Employee is treated as deriving a benefit from the Plan if he is eligible to
make an Elective Deferral, regardless of whether the Employee makes a
Participant 401(k) Election.

     II.4.2 To determine the total number of Employees under subsection
2.4.1(b), the following Employees are disregarded:

          (a) 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


                                     -22-

<PAGE>

     representatives" does not include any organization more than half of
     whose members are employees who are owners, officers, or executives of
     the Employer; and

          (b) Employees who have not satisfied the age and service
     requirements of Section 2.1.1.

     II.4.3 This Section 2.4 is intended to be interpreted in accordance with
Code Section 401(a)(26) and the regulations promulgated thereunder.

II.5 ROLLOVER CONTRIBUTIONS

     An Eligible Employee who makes a Rollover Contribution to the Plan prior
to the date on which he or she has satisfied the eligibility requirements of
the Plan, as specified in Section II.B and II.C of the Adoption Agreement,
shall be treated as a Participant for all purposes of the Plan other than
making Participant 401(k) Elections and receiving Matching Contributions,
Qualified Matching Contributions, Nonelective Contributions and Qualified
Nonelective Contributions.







                                     -23-

<PAGE>

                                      ARTICLE III

                        CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

III.1 EMPLOYER CONTRIBUTIONS

     III.1.1 An Employer shall contribute Elective Deferrals to the Trust for
each Participant who has a Participant 401(k) Election in effect.

     III.1.2 If elected by the Company in Section IV.B of the Adoption
Agreement, each Employer who adopts the Plan shall contribute to the Trust a
Matching Contribution. The Matching Contribution shall be made only for a
Participant who has a Participant 401(k) Election in effect, and Matching
Contributions will only be made if Elective Deferrals are made pursuant to a
Participant 401(k) Election during such period.

     III.1.3 Each such Employer may elect in its sole discretion to make an
additional Qualified Matching Contribution. The Employer shall determine
whether the additional Qualified Matching Contribution for a Plan Year is
allocated to the Employer Contribution Account for all Participants or only
for all Non-Highly Compensated Participants.

     III.1.4 Each Employer may elect in its sole discretion under Section
IV.C of the Adoption Agreement to make a Nonelective Contribution for any
Plan Year. The Employer shall elect whether the Nonelective Contribution for
a Plan Year is allocated to the Employer Contribution Account for all
Eligible Employees, whether or not a Participant on the last day of the Plan
Year, or only for Non-Highly Compensated Eligible Employees, whether or not a
Participant on the last day of the Plan Year. The allocation is made in the
ratio that the Compensation paid to the Participant for whom the Nonelective
Contribution is made bears to the total Compensation for the Plan Year of all
Participants for whom the Contribution is made.

                                           -24-
<PAGE>

     In the event it is necessary to make a corrective amendment as defined
in Treasury Regulation Section 1.401(a)(4)-11(g) to satisfy the minimum
coverage requirements of Code Section 410(b) and Treasury Regulation Section
1.410(b)-3(a)(2)(i), with respect to the cash or deferred portion of the
Plan, a Qualified Nonelective Contribution shall be made for those Non-Highly
Compensated Employees who were neither excludable Employees nor Eligible
Employees. The amount of the Qualified Nonelective Contribution to be made on
behalf of each person described in the preceding sentence shall be the
product of such Employee's Compensation and the Actual Deferral Percentage
for those Employees who were Eligible Employees.

     In the event it is necessary to make a corrective amendment as defined
in Treasury Regulation Section 1.401(a)(4)-11(g) to satisfy the minimum
coverage requirements of Code Section 410(b) and Treasury Regulation Section
1.410(b)-3(a)(2)(i) with respect to the Matching Contributions portion of the
Plan, a Qualified Nonelective Contribution shall be made for those Non-Highly
Compensated Employees who were neither excludable Employees nor Eligible
Employees. The amount of the Qualified Nonelective Contribution to be made on
behalf of each person described in the preceding sentence shall be the
product of such Employee's Compensation and the Actual Contribution
Percentage for those Non-Highly Compensated Employees who were Eligible
Employees.

III.2 GENERAL PROVISIONS CONCERNING EMPLOYER CONTRIBUTIONS

     III.2.1 A Participant 401(k) Election must be in 1% increments and
cannot be less than the minimum percentage, or greater than the maximum
percentage, elected in Section IV.A of the Adoption Agreement. No
Participant 401(k) Election may be made retroactively and no Participant
401(k) Election is effective before approval by the Administrative Committee.

                                      -25-

<PAGE>
     III.2.2 The Company may allow, on a nondiscriminatory basis, that a
Participant 401(k) Election may be stated as a dollar amount for one-time
Elective Deferrals. The stated dollar amount may not exceed 25% of the
Participant's Limitation Compensation (as defined in Appendix B) with respect
to which the one-time Elective Deferral is being made. The stated dollar
amount is also subject to the maximum percentage of annual Compensation
elected in Section IV.A of the Adoption Agreement.

     III.2.3 The amount of the Matching Contribution equals the amount of the
Participant's Elective Deferral multiplied by the percentage elected in
Section IV.B of the Adoption Agreement. The amount of the Matching
Contribution is subject to the percentage of Elective Deferral and/or dollar
limitations, if any, elected in Section IV.B of the Adoption Agreement. The
amount of any additional Qualified Matching Contribution described in Section
3.1.2 shall be determined by the Company in its sole discretion.

     III.2.4 All Elective Deferrals are made by payroll deduction.

     III.2.5 The Administrative Committee may reduce the amount of any
Participant 401(k) Election, or make such other modifications as necessary so
that the Plan complies with Code Section 401(k).

     III.2.6 A Participant 401(k) Election remains in effect until changed or
terminated. The Administrative Committee shall adopt rules and procedures
under which a Participant may make, suspend, reinstate, change, or terminate
his Participant 401(k) Election not less frequently than once a year.

     III.2.7 A Participant's initial Participant 401(k) Election and any
election to suspend, reinstate, or change a Participant 401(k) Election must
be given to the Administrative

                                    -26-

<PAGE>

Committee, on a form provided by the Administrative Committee, and within the
time specified by the Administrative Committee.

     III.2.8 A Participant 401(k) Election is suspended automatically while a
Participant is not an Eligible Employee.

     III.2.9 Contributions to the Plan are not integrated with Social
Security.

     III.2.10 Contributions to the Plan are subject to the Limitations on
Elective Deferrals and Matching Contributions in Appendix A, the Limitations
on Annual Additions in Appendix B, and the Top-Heavy Provisions in Appendix C.

III.3 ROLLOVER CONTRIBUTIONS

     Any Participant, or an Eligible Employee who has not yet become a
Participant, may make a Rollover Contribution to the Plan in cash. If an
Employee makes a contribution that is intended to be a Rollover Contribution
which the Administrative Committee later discovers not to be a Rollover
Contribution, the Administrative Committee will distribute to the Participant
as soon as practicable after discovery that portion of his Participant 401(k)
Account attributable to the mistaken Rollover Contribution. The amount to be
distributed will be determined as of the Valuation Date coincident with or
immediately succeeding the discovery.

III.4 TRANSFER CONTRIBUTIONS

     The Trustee may accept, only at the direction of the Administrative
Committee, a Transfer Contribution as part of the Trust. The Administrative
Committee may not approve a Transfer Contribution, other than in connection
with an acquisition, that would:

                                  -27-

<PAGE>

          (a) subject the Plan to the requirements of Code Sections
     401(a)(11) and 417;

          (b) require the Plan to offer a benefit other than a lump sum
     payment or a period certain installment; or

          (c) include after-tax Employee contributions.

III.5 ESTABLISHING OF ACCOUNTS

     III.5.1 The Administrative Committee shall establish a Participant
401(k) Account for each Participant to record all Elective Deferrals that are
made on behalf of a Participant and the earnings and losses allocated to the
Elective Deferrals. The Administrative Committee shall establish separate
sub-accounts (if applicable) within a Participant's Participant 401(k)
Account to record:

          (a) Rollover Contributions made by a Participant to the Trust and
     any earnings or losses allocated to the Rollover Contributions; and

          (b) Transfer Contributions transferred to the Trust on behalf of a
     Participant and any earnings or losses allocated to the Transfer
     Contributions.

     III.5.2 A Participant 401(k) Account (and the appropriate
sub-account(s), if applicable) will not be established for a Participant until
the Administrative Committee receives a Participant 401(k) Election (or
Rollover or Transfer Contributions) for that Participant.

     III.5.3 The Administrative Committee shall establish an Employer
Contribution Account for each Participant to record any Matching
Contributions, Qualified Matching Contributions, Nonelective Contributions,
and Qualified Nonelective Contributions that are made to the Trust on behalf
of a Participant and any earnings or losses allocated to those contributions.
The Administrative Committee shall separately account for, or cause to be
separately accounted

                                     -28-

<PAGE>

for, that portion of the Employer Contribution Account that is attributable
to Qualified Matching Contributions and Qualified Nonelective Contributions
that are treated as Elective Deferrals under Appendix A and any earnings or
losses allocated to those contributions.

     III.5.4 If the Plan is a restatement of an existing plan, and such plan
provided for nondeductible employee contributions, and at the time of
conversion to this Plan there remain under the Plan undistributed
nondeductible employee contributions, an After-Tax Account shall be
established for such individuals.

III.6 MULTIPLE TRADES AND BUSINESSES

     III.6.1 If this Plan provides contributions or benefits for one or more
Owner-Employees who control (as defined in Section 3.6.4) both the business
for which this Plan is established and one or more other trades or
businesses, this Plan and all plans established for the other trades or
businesses must, when looked at as a single plan, satisfy Code Sections
401(a) and (d) for the Employees of this and the other trades or businesses.

     III.6.2 If this Plan provides contributions and benefits for one or more
Owner-Employees who control one or more other trades or businesses, the
Employees of each other trade or business must be included in a plan which
satisfies Code Sections 401(a) and (d), although not necessarily this Plan,
and which provides contributions and benefits not less favorable than
provided for the Owner-Employees under this Plan.

     II.6.3 If an individual is covered as an Owner-Employee under the plans
of two or more trades or businesses at least one of which the Owner-Employee
does not control, then the


                                     -29-

<PAGE>

contributions or benefits of the Employees under a plan of a trade or
business which the Owner-Employee controls must be as favorable as those
provided for the Owner-Employee under the most favorable trade or business
which he does not control.

     III.6.4 An Owner-Employee is considered to control a trade or business
if the Owner-Employee, either alone or with other Owner-Employees:

          (a) owns the entire interest in an unincorporated trade or
     business; or

          (b) in the case of a partnership, owns more than 50% of either the
     capital interest or the profits interest in the partnership.

An Owner-Employee is treated as owning any interest in a partnership which is
owned, directly or indirectly, by another partnership controlled by the
Owner-Employee, either alone or with other Owner-Employees.


                                     -30-
<PAGE>

                                  ARTICLE IV

                                    VESTING

IV.1 DETERMINATION OF VESTING

     IV.1.1 A Participant has a nonforfeitable percentage of 100% at all
times in the Account Balance of his Participant 401(k) Account and After-Tax
Account.

     IV.1.2 A Participant has a nonforfeitable percentage in the Account
Balance of his Employer Contribution Account, other than amounts attributable
to Qualified Matching Contributions and Qualified Nonelective Contributions,
determined as follows:

          (a) 100%, (i) upon attaining Normal Retirement Age while in the
     active service of the Employer, (ii) if because of death or Disability
     while in the active service of the Employer, or (iii) upon attaining his
     or her Early Retirement Date while in the active service of the
     Employer, if elected under Section VI of the Adoption Agreement; or

          (b) in accordance with Section V of the Adoption Agreement, if he
     terminates Employment for any other reason.

If allowed under the Adoption Agreement, an Employer may have different
vesting schedules with respect to different types of contributions.

IV.2 RULES FOR CREDITING VESTING SERVICE

     IV.2.1 Except to the extent provided in Section 4.2.2., unless otherwise
elected in Section V of the Adoption Agreement, all Years of Service are
credited to determine a Participant's Vesting Service.

     IV.2.2 An Employee's Vesting Service after a Period of Severance of at
least 5 years is not counted in computing the nonforfeitable percentage in
his Employer Contribution


                                     -31-

<PAGE>

Account derived from contributions accrued before the Period of Severance.

IV.3 FORFEITURES

     IV.3.1 The non-vested portion of the Employer Contribution Account of a
Participant who has terminated Employment is forfeited as of the date on
which he has a 5-year Period of Severance or, if earlier, upon distribution
or deemed distribution of the Participant's entire Account Balance.

     IV.3.2 The forfeitures will be used to reduce Employer Contributions, or
to pay Plan expenses, if the Employer elects not to pay such expenses
directly. For a Participant who receives a distribution of any part of his
Account Balance, the forfeiture will be restored, however, if the Participant
returns to Employment as an Eligible Employee and the Participant repays to
the Plan the full amount of the distribution attributable to his Employer
Contribution Account before the earlier of 5 years after the first date on
which the Participant is subsequently reemployed by an Employer, or the date
the Participant incurs a 5-Year Period of Severance following the date of
distribution. For a Participant who is deemed to have received a distribution
pursuant to Section 5.2.3, the forfeiture will be restored if the Participant
returns to Employment as an Eligible Employee before the Participant incurs a
5-year Period of Severance.








                                     -32-

<PAGE>

                                  ARTICLE V

                    AMOUNT AND PAYMENT OF ACCOUNT BALANCES

V.1 TERMINATION OF EMPLOYMENT

     Upon termination of Employment, a Participant shall receive, subject to
the rules described below, the sum of:

          (a) the Account Balance of his Employer Contribution Account as of
     the Valuation Date coincident with or immediately after the date the
     Participant terminates Employment, multiple by his nonforfeitable
     percentage determined under Article IV;

          (b) the Account Balance of his Participant 401(k) Account as of
     that Valuation Date; and

          (c) the Account Balance of his After-Tax Account, if any.

V.2 PAYMENT OF ACCOUNT BALANCES ON TERMINATION OF EMPLOYMENT

     V.2.1 If the nonforfeitable portion of a Participant's Account Balances
as of the Valuation Date coincident with or immediately after the termination
of Employment is $3,500 or less, the nonforfeitable portion of the Account
Balances will be paid in a lump sum as soon as practicable thereafter.

     V.2.2 If the nonforfeitable portion of a Participant's Account Balances
as of the Valuation Date coincident with or immediately after termination of
Employment is more than (or at the time of any prior distribution after
termination of Employment was more than) $3,500, the Administrative Committee
shall notify the Participant of the right to defer payment of the
nonforfeitable portion. The notification must describe the material features
and, if applicable, explain the relative values of the optional forms of
payment available under the Plan in a manner


                                     -33-

<PAGE>

that would satisfy the notice requirements of Code Section 417(a)(3). The
notification must be provided not less than 30 or more than 90 days before
the Benefit Commencement Date. The nonforfeitable portion of the
Participant's Account Balances will be distributed as soon as practicable
after the Participant elects in writing to receive the distribution, but not
later than the date specified in Section 5.5.1 or 5.5.2.

     V.2.3 A Participant is deemed to have received a distribution if the
nonforfeitable percentage in his Employer Contribution Account is 0% on
termination of Employment.

V.3 DEATH BENEFIT

     V.3.1 The benefit payable to a Beneficiary on the death of a Participant
before the commencement of benefits equals the sum of the Participant's
Account Balances as of the Valuation Date coincident with or immediately
after the date of the Participant's death. The benefit payable to a
Beneficiary on the death of a Participant after distribution of his interest
has begun, but before distribution has been completed, equals the remaining
portion of the Participant's interest. The Beneficiary will be paid the
benefit in a lump sum within 90 days after the Administrative Committee has
been notified of the Participant's death unless payment is impracticable or
the Beneficiary cannot be located.

V.4 BENEFICIARIES

     V.4.1 Each participant shall designate one or more direct or contingent
Beneficiaries to receive any amounts which may become payable under the Plan
upon the participant's death. A Participant's designation of a Beneficiary
must be filed with the Administrative Committee on a form provided by the
Administrative Committee.


                                     -34-

<PAGE>

     V.4.2 Any designation of a Beneficiary may be revoked by filing a later
desgination or an instrument of revocation with the Administrative Committee
in a time and manner designated by the Administrative Committee. The last
designation received by the Administrative Committee is controlling over any
testamentary or other disposition. However, no designation, or change or
cancellation of a designation, is effective unless received by the
Administrative Committee before the Participant's death, and in no event may
it be effective as of a date before receipt.

     V.4.3 A married Participant's spouse must consent to a designation of a
Beneficiary other than the spouse. The spouse's consent to the designation
must be witnessed by a notary public or by a Plan representative and is
effective only with respect to the Beneficiary or Beneficiaries specified in
the designation (unless the consent expressly provides that the designation
may be changed without further consent from the spouse). If the Participant
establishes to the satisfaction of a Plan representative that written consent
cannot be obtained because there is no spouse or the spouse cannot be
located, the designation will be deemed effective. In addition, if the spouse
is legally incompetent to give consent, then the spouse's legal guardian,
even if the guardian is the Participant, may give consent. If a Participant is
legally abandoned or has been separated (under the state law of the
Participant's residence) and the Participant has a court order to that effect,
spousal consent is not required unless a Qualified Domestic Relations Order
provides otherwise. Any consent necessary under this provision is valid only
with respect to the spouse who signs the consent. A Participant may revoke a
prior waiver without the consent of the souse at any time before the
commencement of benefits. The number of revocations is not limited


                                  -35-

<PAGE>

     V.4.4 If a Participant is not married and fails to designate a
Beneficiary, or if no designated Beneficiary survives the Participant, any
amounts due after the Participant's death will be paid to his then living
issue, PER STIRPES, but if the Participant is not survived by issue, then to
the legal representative of his estate in a single lump sum.

     V.4.5 Subject to any Qualified Domestic Relations Order procedures as
may be established, if at any time any doubt exists about the right of any
person to any payment under the Plan, or about the amount or time of the
payment, the Administrative Committee may direct the Trustee to (i) hold the
sum as a segregated amount in trust until the right, amount, or time is
determined or until there is an order of a court of competent jurisdiction,
(ii) pay the sum into court in accordance with appropriate rules of law in
such case then provided or (iii) pay the sum only upon receipt of a bond or
similar indemnification (in such amount and in such form as is satisfactory
to the Administrative Committee).

     V.4.6 If a period certain distribution is elected, and a Beneficiary
dies after the death of the Participant but before distribution of the
Participant's entire Account Balances, then the remainder is paid to the
estate of the Beneficiary.

     V.4.7 No Beneficiary has any rights to benefits under the Plan unless he
survives the Participant.

     V.4.8 A Participant's former spouse is treated as his spouse to the
extent provided under a Qualified Domestic Relations Order.

     V.4.9 If the Participant and his Beneficiary die so that it is not
possible to determine who died first, it is presumed that the Participant
survived the Beneficiary.

     V.5 LIMITATION ON COMMENCEMENT OF BENEFITS


                                      -36-

<PAGE>

     V.5.1 Subject to Section 5.5.2, a Participant must begin to receive his
benefits no later than the 60th day after the close of the Plan Year in which
the latest of the following occurs:

     (a) the Participant attains Normal Retirement Age; or

     (b) the Participant terminates Employment.

If the amount of benefits payable cannot be determined within the 60-day
period, or if it is not possible to pay the benefits within that period
because the Administrative Committee has been unable to locate the
Participant after making reasonable efforts to do so, then a payment,
retroactive to the 60th day, will be made no later than 60 days after the
earliest date on which the amount of the benefits can be determined or the
Participant can be located, as the case may be.

     V.5.2 A Participant must begin to receive his benefits, either in the
form of a lump sum or in installments, no later than the first day of April
following the calendar year in which he attains age 70 1/2 except as provided
in Appendix D. All distributions under this Plan must be made in accordance
with Appendix D.

V.6 WITHDRAWALS BEFORE TERMINATION OF EMPLOYMENT

     V. 6.1 Each Participant who has attained age 59 1/2 may withdraw, as of
the Valuation Date coincident with or next following the filing of an
application with the Administrative Committee, all or any part of the
nonforfeitable portion of his Account Balances. If a Participant who has a
benefit option described in Section 6.2(b) elects to make a withdrawal under
this Section 5.6.1, spousal consent shall be required for such distribution
to the extent the amount withdrawn is an amount to which Section 6.2(b)
applies. In determining whether Section 6.2(b) applies, amounts withdrawn
shall be on a FIFO (first in, first out) basis.


                                       -37-

<PAGE>

     V.6.2 Each Participant who has not attained age 59 1/2 may make a hardship
withdrawal of he demonstrates to the Administrative Committee that the
withdrawal is necessitated by the Participant's immediate and heavy financial
need and the Participant lacks the available resources. A hardship withdrawal
may not exceed the amount of the immediate and heavy financial need and is
limited to the Participant's (i) Elective Deferrals, (ii) Rollover
Contributions, (iii) Transfer Contributions, (iv) earnings on Rollover
Contributions and Transfer Contributions and (v) the vested portion of the
Participant's Employer Contribution Account other than amounts attributable to
Qualified Matching Contributions and Qualified Nonelective Contributions. The
amount of any immediate and heavy financial need may include any amounts
necessary to pay any Federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution.

     V.6.3 A distribution as deemed to be made on account of an immediate or
heavy financial need of the Participant only if the distribution is on account
of:

          (a) expenses incurred or necessary for medical care, described in Code
     Section 213(d), incurred by the Participant, the Participant's spouse, or
     an dependents of the Participant (within the meaning of Code Section 152);

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

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

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


                                      -38-

<PAGE>

     V.6.4 Before receiving a hardship withdrawal, a Participant must obtain all
distributions and all nontaxable loans under all plans maintained by the Company
or an Affiliate.

     V.6.5 A Participant who receives a hardship withdrawal is suspended from
making any Elective Deferrals for 12 months after receiving the distribution.
The maximum amount of Elective Deferrals for the Participant's taxable year
after the taxable year of the hardship withdrawal is the dollar limit under
Section A.2 less the amount of the Participant's Elective Deferrals for the
taxable year of the hardship withdrawal.

     V.6.6 The minimum withdrawal under this Section 5.6 is $500.

     V.6.7 The Administrative Committee shall establish rules and procedures
with respect to any withdrawal, including (i) the requirements for requesting
and receiving the hardship withdrawals and (ii) suspension from further Elective
Deferrals.

     V.6.8 If a Participant who has a benefit option described in Section 6.2(b)
elects a hardship withdrawal, then spousal consent shall be required for such
distribution to the extent the amount withdrawn is an amount to which Section
6.2(b) applies. In determining whether Section 6.2(b) applies, the amount
withdrawn shall be determined on a FIFO (first-in, First out) basis.

     V.6.9 Each Participant who has not attained age 59 1/2 may withdraw, as of
the Valuation Date coincident with or next following the filing of an
application with the Administrative Committee, all or any portion of his
After-Tax Account, subject to such rules and procedures  as the Administrative
Committee may establish.

V.7 Loans
    -----



                                      -39-

<PAGE>


     V.7.1 A Participant who is (i) an Employee of the Company or an
Affiliate, or (ii) not described in (i), but nonetheless a party in interest
under ERISA Section3(14) may submit an application to borrow from his
Participant 401(k) Account and Employer Contribution Account (on such terms
and conditions as the Administrative Committee may prescribe). The amount of
the loan may not exceed the lesser of (i) $50,000 reduced by the excess (if
any) of the highest outstanding balance of all other loans from the Plan
during the one-year period ending the day before the loan was made or (ii)
50% of the sum of the Account Balance in his Participant 401(k) Account and
After-Tax Account and the nonforfeitable portion of the Account Balance in
his Employer Contribution Account on the Valuation Date coincident with or
immediately preceding the filing of the loan application with the
Administrative Committee. For the purpose of this limitation, all loans from
all plans of the Company and any Affiliates of the Company are aggregated.


     V.7.2 If approved, each loan must comply with the following conditions:

          (a) it must be evidenced by a negotiable promissory note;

          (b) the rate of interest payable on the unpaid balance of the loan
     must equal the prevailing interest rate charged by a bank for a secured
     personal loan, but may not exceed the rate that may be imposed by the
     state's usury law, if violation of that law subjects the violator to
     criminal sanctions;

          (c) the loan, by its terms, must be entirely repaid within 5 years
     unless the loan is to be used to acquire the principal residence of the
     Participant, in which case the loan must be entirely repaid within 30
     years;


                                    -40-

<PAGE>


          (d) the loan must be secured by the Participant's interest in his
     Account Balances and such additional collateral as the Administrative
     Committee may from time to time consider prudent;

          (e) the loan must be repaid with respect to both principal and
     interest by payroll deduction in substantially equal payments over the
     life of the loan, with payments not less frequently than quarterly;

          (f) the minimum loan under the Plan will be $500;

          (g) only one loan used to acquire the principal residence of a
     Participant may be outstanding at any time;

          (h) if available, up to three loans may be outstanding at any time,
     provided, however, only one of them may be used for the purpose of
     acquiring a principal residence of a Participant; and

          (i) in the event of the Participant's termination from Employment,
     the remaining payments on the loan will be due immediately, except with
     respect to a party in interest under ERISA Section3(14).

The level amortization requirement in paragraph (e) does not apply to a
period when a Participant is on leave of absence without pay for up to one
year. Nothing in the Plan precludes repayment or acceleration of the loan
before the end of the commitment period.

     V.7.3 If a Participant is granted a loan, the Administrative Committee
shall establish a "loan account" for the Participant. The Trustee shall hold
all loan accounts as part of the Trust. The Trustee shall transfer the amount
of the loan to the loan account from the Participant 401(k) Account and
Employer Contribution Account on a PRO RATA basis. The

                                    -41-

<PAGE>

amounts transferred shall be withdrawn from the Investment Funds in
accordance with rules established by the Administrative Committee. The
Trustee shall deposit the promissory note executed by the Participant in his
loan account. For purposes of the Plan, the promissory note is deemed to have
a fair market value at any given time equal to the unpaid balance of the note
plus accrued but unpaid interest.

     V.7.4 Principal and interest payments of a Participant's loan are
credited initially to that Participant's loan account and are transferred as
soon as reasonably practicable to the Participant's Accounts from which the
loan amount was originally withdrawn on a PRO RATA basis. The amounts
transferred are reinvested in the Investment Funds in accordance with rules
established by the Administrative Committee.

     V.7.5 Any loss caused by nonpayment or other default on a Participant's
loan obligations is borne solely by the Participant's loan account. To the
extent permissible by law, in the event of a default, foreclosure on the
promissory note and attachment of security will not occur until an event
occurs that would allow or require a distribution of a Participant's Account
Balances.

     V.7.6 The Administrative Committee shall make loans available to all
Participants and Beneficiaries who are parties in interest with respect to
the Plan within the meaning of ERISA Section3(14).

     V.7.7 Loans may not be made available to Highly Compensated Employees in
an amount greater than that available to other Employees.

     V.7.8 A Participant's loan request will be canceled if the Participant
dies before the loan amount requested is actually distributed.

                                   -42-


<PAGE>


     V.7.9 No loans may be made available to any shareholder-employee or
Owner-Employee unless the Plan receives an exemption from the Department of
Labor for such loan which exemption is received wholly at the Employee's
expense. A shareholder-employee is an employee or officer of an electing
small business (Subchapter S) corporation who owns (or is considered as
owning under Code Section 318(a)(1)), on any day during the taxable year of
the Corporation, more than 5% of the outstanding stock of the Corporation.

     V.7.10 If a Participant who has a benefit option described in Section
6.2(b) requests a loan, then spousal consent shall be required for such loan
to the extent the amount borrowed is an amount to which Section 6.2(b)
applies. In determining whether Section 6.2(b) applies, amounts borrowed
shall be determined on a FIFO (first in, first out) basis.

V.8 ADDITIONAL DISTRIBUTION EVENTS

     In addition to the other distribution events set forth in this Article
and Appendix A. a Participant is eligible to receive a lump sum distribution
from the Plan, either total or partial, upon the occurrence of any of the
following events;

          (a) termination of the Plan without the establishment of another
     defined contribution plan other than an employee stock ownership plan
     (as described in Code Section 4975(e) or 409) or a simplified employee
     pension plan as defined in Code Section 408(k);

          (b) disposition by a corporation to an unrelated corporation of
     substantially all of the assets (within the meaning of Code Section
     409(d)(2)) used in a trade or business of such corporation if such
     corporation continues to maintain this Plan after the disposition, but
     only with respect to Employees who continue employment with the
     corporation acquiring such assets; or


                                  -43-

<PAGE>

          (c) disposition by a corporation to an unrelated entity of such
     corporation's interest in a subsidiary (within the meaning of Code
     Section 409(d)(3)) if such corporation continues to maintain this Plan,
     but only with respect to Employees who continue employment with such
     subsidiary.

V.9 DISTRIBUTIONS TO ALTERNATE PAYEES

          An alternate payee, as defined under Code Section 414(p), may
receive a distribution pursuant to a Qualified Domestic Relations Order, as
defined under Code Section 414(p), even if a Participant is not eligible for
a distribution from the Plan.




                                  -44-

<PAGE>

                                  ARTICLE VI

                         FORMS OF PAYMENT OF ACCOUNTS


VI.1 NORMAL FORM OF PAYMENT

          The normal form of payment is a lump sum benefit.

VI.2 OPTIONAL FORM OF PAYMENT

          (a) The only optional form of payment is in installments over a
     period certain. The period may not extend beyond the life expectancy
     of the Participant or the joint life expectancy of the Participant and his
     Beneficiary.

          (b) Notwithstanding Section 6.2(a) of the Plan, if a benefit is
     entitled to protection under Code Section 411(d)(6), such benefit shall be
     provided hereunder, but only with respect to benefits accrued to the
     Effective Date.

VI.3 ELECTION OF OPTIONAL FORM

     VI.3.1 Not more than 90 nor less than 30 days before a Participant's
Benefit Commencement Date, the Administrative Committee shall furnish the
Participant with a notice containing information about electing the form in
which benefits are to be paid. Each Participant may elect in writing not to
take the normal form of payment and to elect the optional form of payment.
The election period is the 90-day period ending on the Participant's Benefit
Commencement Date. The Administrative Committee may, on a uniform and
nondiscriminatory basis, provide for other periods that comply with
regulations issued under Code Sections 401(a)(11) and 417





                                      -45-

<PAGE>

              VI.3.2    If a married Participant is entitled to an annuity
form of distribution with respect to all or a portion of a distribution
hereunder, then such distribution (to the extent accrued to the Effective
Date) will be in the form of a qualified joint and survivor annuity, unless
his or her spouse elects in writing to waive such distribution during the 90
day period prior to the benefit Commencement Date.

              VI.3.3    A Participant may revoke an election to take an
optional form of payment, and elect the normal form of payment, at any time
during the election period.

VI.4     LIMITATION ON OPTIONS.

              A Participant or a Beneficiary may not elect to receive
benefits in either of the following forms:

              (a)       a benefit in such form that, as of the time payment
         commences, the present value of the benefits payable to the
         Participant or Beneficiary is less than 50% of the total benefits
         payable or that would violate the incidental death benefit rule; or

              (b)       a benefit in such form that all or any portion of the
         value of the benefit otherwise payable to the Participant during his
         lifetime is either (i) paid instead to his Beneficiary or (ii) set
         aside for payment to his survivor at death.

VI.5     CHANGE IN FORM OR TIMING OF PAYMENT

              Any Participant or Beneficiary whose payments are being
deferred or who is receiving installment payments may request acceleration or
other modification of the form of distribution.

VI.6     CONDITIONS TO DISTRIBUTION


                                     -46-


<PAGE>


              Before any distribution is made, the Participant or Beneficiary
must furnish the Administrative Committee with all applications,
certificates, tax waivers, signature guarantees, and any other documents
which the Administrative Committee considers necessary or advisable.

VI.7     ELIGIBLE ROLLOVER DISTRIBUTIONS

              This section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary
that would limit a Distributee's election under this section, a Distributee
may elect, at the time and in the manner prescribed by the Administrative
Committee, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover.


                                     -47-


<PAGE>


                                  ARTICLE VII

                                  FIDUCIARIES

VII.1    NAMED FIDUCIARIES

              VII.1.1   The Board of Directors, the Administrative Committee,
and the Trustee are each a "named fiduciary" of the Plan, as the term is
defined in ERISA Section 402(a)(2), but only for the specific
responsibilities of each described in the Plan or the trust agreement
establishing the Trust.

              VII.1.2   The Board of Directors has the sole authority to
appoint and remove the members of the Administrative Committee and the
Trustee. The Administrative Committee has the sole authority to control and
manage the operation and administration of the Plan, other than authority to
manage and control Plan assets. The Administrative Committee has the sole
authority to approve the Investment Funds established by the Trustee. The
Administrative Committee is the "administrator" and "plan administrator" of
the Plan, as those terms are defined in ERISA Section 3(16)(A) and in Code
Section 414(g), respectively. The Trustee has the sole authority to manage
and control all Trust assets.

VII.2.   EMPLOYMENT OF ADVISERS

              A named fiduciary, and any fiduciary appointed by a named
fiduciary, may employ one or more persons to render advice with regard to any
responsibility of the named fiduciary or fiduciary under the Plan.

VII.3    MULTIPLE FIDUCIARY CAPACITIES


                                     -48-


<PAGE>


              Any fiduciary may serve in more than one fiduciary capacity
with respect to the Plan.

VII.4    PAYMENT OF EXPENSES

              VII.4.1   The Administrative Committee may elect that all
transactional costs or charges imposed or incurred for an Investment Fund be
charged to the Account of the Participant directing the investment.
Transactional costs and charges include charges for the acquisition, sale, or
exchange of assets, brokerage commissions, service charges, loan expenses,
and professional fees.

              VII.4.2   All other Plan expenses, including expenses of the
Administrative Committee and the Trustee, to the extent permitted by law, are
paid by the Trust. However, an Employer may elect to pay these expenses.

VII.5    INDEMNIFICATION

              To the extent not prohibited by state or Federal law, the
Company or an Affiliate will indemnify and hold harmless any named fiduciary
or any other Employee, officer, or director of the Company or an Affiliate
from all claims for liability, loss, or damage (including payment of expenses
in connection with defense against any claim) which result from any exercise
or failure to exercise any responsibilities with respect to the Plan, other
than willful misconduct or willful failure to act.


                                     -49-


<PAGE>


                                 ARTICLE VIII

                              PLAN ADMINISTRATION

VIII.1   ADMINISTRATIVE COMMITTEE

              VIII.1.1  Unless the Board of Directors otherwise provides, any
member of the Administrative Committee who is an Employee of the Company or
an Affiliate when appointed will be considered to have resigned from the
Administrative Committee when no longer an Employee. Employees of the Company
or an Affiliate may receive no compensation for their services rendered to or
as members of the Administrative Committee.

              VIII.1.2  The Administrative Committee shall act by a majority
of its members at the time in office and any action may be taken either by a
vote at a meeting or in writing without a meeting. However, if less than
three members are appointed, the Administrative Committee shall act only upon
the unanimous consent of its members. The Administrative Committee may
authorize in writing any person to execute any document or documents on its
behalf. Any interested person, upon receipt of notice of the authorization
directed to it, may accept and rely on any document executed by the
authorized person until the Administrative Committee delivers to the
interested person a written revocation of the authorization.

              VIII.1.3  A member of the Administrative Committee who is also
a Participant may not vote or act upon any matter relating to himself.

VIII.2   POWERS AND DUTIES OF THE ADMINISTRATIVE COMMITTEE

              VIII.2.1  The Administrative Committee has discretionary
authority to construe the Plan and determine all questions of fact or
interpretation that may arise. Any


                                     -50-


<PAGE>


construction or determination is conclusively binding on all persons
interested in the Plan.


              VIII.2.2  The Administrative Committee may promulgate such
rules and procedures and issue such forms as it considers necessary or proper
for the administration of the Plan.

              VIII.2.3  The Administrative Committee shall maintain or cause
to be maintained sufficient records of Employment, compensation, and other
relevant data pertaining to Participants, including records which demonstrate
compliance with the nondiscrimination requirements of Code Sections 401(k)
(including the extent to which Qualified Matching Contributions are treated
as Elective Deferrals) and 401(m) (including the extent to which Elective
Deferrals are treated as Matching Contributions).

              VIII.2.4  Subject to the terms of the Plan, the Administrative
Committee shall determine the time and manner in which all elections
authorized by the Plan will be made or revoked.

              VIII.2.5  The Administrative Committee shall establish a claims
procedure.

              VIII.2.6  The Administrative Committee may require a
Participant or Beneficiary to file an application for a benefit and to
furnish all pertinent information it may request. The Administrative
Committee may rely on all information furnished, including the Participant's
or Beneficiary's current mailing address.

              VIII.2.7  The Administrative Committee may make and deal with
any investment of the Trust in any manner consistent with the Plan which it
considers advisable.


                                     -51-

<PAGE>


              VIII.2.8  The Administrative Committee shall establish and
carry out a funding policy consistent with the objectives of the Plan and the
requirements of ERISA.

              VIII.2.9  The Administrative Committee has all the rights,
power, duties, and obligations granted or imposed upon it elsewhere in the
Plan.

              VIII.2.10 The Administrative Committee must exercise its
responsibilities in a uniform and nondiscriminatory manner.

VIII.3   DELEGATION OF RESPONSIBILITY

              The Administrative Committee may designate persons, including
persons other than named fiduciaries, to carry out the specified
responsibilities of the Administrative Committee and will not be liable for
any act or omission of a person so designated.

VIII.4.  TRUSTEE

              VIII.4.1  The Trustee shall accept its appointment by executing
a trust agreement as Trustee.

              VIII.4.2  The Trustee may make and deal with any investment of
the Trust in any manner consistent with the Plan and the trust agreement
which it considers advisable.

              VIII.4.3  The Trustee has all the rights, powers, duties, and
obligations granted or imposed upon it elsewhere in the Plan or in the trust
agreement.

              VIII.4.4  The Trustee must exercise all of its responsibilities
in a uniform and nondiscriminatory manner.

              VIII.4.5  The Trustee may designate persons, including persons
other than named fiduciaries, to carry out the specified responsibilities of
the Trustee and will not be


                                     -52-


<PAGE>


liable for any act or omission of a person so designated.

              VIII.4.6  The Trustee shall be paid such reasonable
compensation, in addition to its expenses, as the Board of Directors and the
Trustee agree upon from time to time, provided, however, that no compensation
may be paid to any person who is an Employee.

VIII.5   INVESTMENT OF ACCOUNTS


              VIII.5.1  It is intended that the Plan meet the requirements of
ERISA Section 404(c). In this regard, the Trustee, with the approval of the
Administrative Committee, shall establish, or terminate, Investment Funds for
the investment of Participant's Accounts. Each Investment Fund shall have the
investment objective or objectives as established by the Trustee in
accordance with ERISA Section 404(c). The Trustee's selection of Investment
Funds must comply with the following rules:

              (a)       no assets of the Trust, excluding assets
         which have been invested in an Investment Fund, shall be invested in
         any security issued by the Company or any affiliate of the Company;

              (b)       each Investment Fund shall limit investment
         in any security issued by any Company which establishes a plan
         using the Prototype Sponsor's prototype documents or by an
         affiliate of any such Company to the extent required for the
         exemption contained in Section 3(a)(2) of the Securities Act of
         1933, as amended, to be available with respect to the Plan and the
         interests therein; and

              (c)       each Investment Fund shall, to the extent
         required to satisfy the requirements of ERISA Section 404(c),
         prohibit investment in any security issued by any Company which
         establishes a plan using the Prototype Sponsor's prototype
         documents or


                                     -53-


<PAGE>


         by any affiliate of any such Company.

              VIII.5.2  The Trustee shall adopt rules and
procedures for the Investment Funds in accordance with ERISA
Section 404(c) that, among other things, (i) allow Participants to
determine the portion of their Accounts that will be invested in
each Investment Fund and (ii) determine what transfers between
Investment Funds will be allowed.

VIII.6   VALUATION OF ACCOUNTS

              A Participant's Accounts are revalued at fair market
value on each Valuation Date. On that date, the earnings and losses
of the Investment Funds are allocated in the ratio that the portion
of the Participant's Account Balances invested in a particular
Investment Fund bears to the total amount invested in that
Investment Fund. The Trustee shall adopt rules and procedures for
valuing a Participant's Account Balances and allocating earnings
and losses of the Investment Funds.


                                     -54-



<PAGE>


                                  ARTICLE IX

                         PLAN AMENDMENT OR TERMINATING

IX.1     PLAN AMENDMENT

              IX.1.1    The Prototype Sponsor may amend any part of the Plan
at any time including retroactive amendments necessary to assure that the
Plan qualifies or continues to quality under the Code, regulations, revenue
rulings, and any other guidelines published by the Internal Revenue Service.
The Prototype Sponsor shall provide written notice of any amendment to the
Company, so long as the Company has engaged Automatic Data Processing, Inc.
to perform administrative services under an administrative services agreement
from time to time in effect.

              IX.1.2    The Company may at any time amend the choice of
options in the Adoption Agreement, by an instrument in writing, effective
retroactively or otherwise.

              IX.1.3    The Company may at any time amend the Plan by adding
overriding language to the Adoption Agreement where the language is necessary
to satisfy Code Section 415 or 416 because of the required aggregation of
multiple plans under those sections.

              IX.1.4    The Company also may at any time amend the Plan by
adding model amendments published by the Internal Revenue Service and which
specifically provide that their adoption will not cause the Plan to be
treated as individually designed.

              IX.1.5    In accordance with the preceding provisions, the
Company shall give the Prototype Sponsor an executed copy of any amendment to
the Adoption Agreement or the Plan.

              IX.1.6    Except for amendments described in this Section, a
Company that amends any portion of this Plan and its Adoption Agreement
(other than to change the choice of options)


                                     -55-
<PAGE>


will be deemed to have adopted an individually designed plan. Notwithstanding
the foregoing, the Company may not amend the choice of options retroactively
under the Plan qualifies or continues to qualify under the Code, regulations,
revenue rulings, and any other guidance issued by the Internal Revenue
Service. In addition, the Prototype Sponsor may deem any amendment described
in Sections 9.1.3 and 9.1.4 as causing the Plan to be treated as an
individually designed plan, and the Company will no longer be adopting
employer of the Prototype Sponsor's "prototype plan" (as defined in Section
3.02 or Rev. Proc. 89-9).

IX.2     LIMITATIONS ON PLAN AMENDMENT

              IX.2.1    No Plan amendment, including the revision of any
option selected in the Adoption Agreement or the adoption of a new "prototype
plan" (as defined in Section 3.02 or Rev. Proc. 89-9), may:

              (a)  authorize any part of the Trust to be used for,
     or diverted to, purposes other than for the exclusive benefit of
     Participants or their Beneficiaries;

              (b)  increase the duties or liabilities of the Trustee or
     affect the Trustee's fees for services, unless the Trustee consents in
     writing;

              (c)  decrease the accrued benefits of any Participant or
     Beneficiary under the Plan except to the extent permissible under Code
     Section 412(c)(8);

              (d)  eliminate an optional form of benefit of any Participant
     or Beneficiary for the payment of Account Balances attributable to
     Employment before the amendment, except to the extent permissible by law;

              (e)  reduce the nonforfeitable percentage of any Employee who
     is a Participant as of the date the amendment is (i) adopted or if
     later, (ii) effective, or


                                       -56-
<PAGE>


              (f)  change the vesting schedule, unless each Participant
     having not less than 3 years of Vesting Service is permitted to elect,
     within a reasonable period specified by the Administrative Committee
     after the adoption of the amendment, to have his nonforfeiture
     percentage computed without regard to the amendment. However, no
     election need be provided to any Participant whose nonforfeitable
     percentage under the Plan, as amended, cannot at any time be less than
     the percentage determined without regard to the amendment.

               IX.2.2   The period during which the election may be made will
commence with the date the amendment is adopted and end as the later of:

               (a)      60 days after the amendment if adopted;

               (b)      60 days after the amendment becomes effective, or

               (c)      60 days after the Participant is issued written
     notice by the Administrative Committee.

IX.3     RIGHT OF THE COMPANY TO TERMINATE
         PLAN OR DISCONTINUE CONTRIBUTIONS

               The Company has the BONA FIDE intention and expectation that
from year to year it will be able to and will consider it advisable to
continue this Plan in effect and to make contributions. However, the Company
reserves the right to terminate the Plan with respect to its Employees at any
time by an instrument in writing delivered to the Administrative Committee or
to completely discontinue its contributions at any time.

IX.4     EFFECT OF PARTIAL OR COMPLETE TERMINATION
         OR COMPLETE DISCONTINUANCE OF CONTRIBUTIONS.


                                     -57-
<PAGE>

     IX.4.1 As of the date of a partial termination of the Plan, no further
contributions will be made after that date with respect to each affected
Participant, and each affected Participant will (i) have his forfeitures
reinstated and (ii) become 100% vested in his Employer Contribution Account.

     IX.4.2 As of the date of the complete termination of the Plan, or the
complete discontinuance of contributions under the Plan:

          (a) no further contributions will be made after that date;

          (b) no Employee may become a Participant after that date;

          (c) each affected Participant will become 100% vested in his
     Employer Contribution Account; and

          (d) forfeitures will not be used to reduce future Employer
     contributions.

     IX.4.3 All other provisions of the Plan will remain in effect unless
otherwise amended.

IX.5 DISTRIBUTION UPON TERMINATION

     As soon as administratively feasible after the date of termination of
the Plan, the Participant's Account will, without the Participant's consent,
be distributed to the Participant or transferred to another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)) maintained by the Company or an Affiliate, unless
pursuant to Section 6.2(b) of the Plan, a Participant is entitled to receive
an annuity option from a commercial insurer, and the Participant's Account
Balance exceeds $3,500.

IX.6 BANKRUPTCY

                                     -58-

<PAGE>

     If the Company is at any time judicially declared bankrupt or insolvent
without any provision being made for the continuation of this Plan, the Plan
will be completely terminated in accordance with Section 9.4.2.

IX.7 Action by Company

     If the Company is a corporation, any action by the Company or its Board
of Directors under this Plan must be by resolution of its Board of Directors,
or by any person duly authorized by resolution of the Board to take the
action.

     If the Company is a partnership, then any action by the Company must be
by written action of any general partner, and if the Company is a
self-employed business, then by its sole proprietor.

                                     -59-

<PAGE>

                                    ARTICLE X

                              MISCELLANEOUS PROVISIONS

X.1 EXCLUSIVE BENEFIT OF PARTICIPANTS

     At no time may any part of the Trust (other than such part as is
required to pay expenses) be used for, or diverted to, purposes other than
for the exclusive benefit of Participants or their Beneficiaries, except
that, upon the direction of the Administrative Committee:

          (a) any contribution made by an Employer by a mistake of fact will be
     returned by the Trustee within 1 year after the payment of the
     contribution;

          (b) any contribution made by an Employer will be returned by the
     Trustee within 1 year after the denial of initial qualification of the
     Plan under Code Section 401(a), provided that the application for a
     determination letter was filed within the time prescribed by law for
     filing the Employer's return for the taxable year in which the Plan was
     adopted or such later date as the Secretary of the Treasury may prescribe;
     and

          (c) any contribution made by an Employer will be returned by the
     Trustee to the extent disallowed as a deduction under Code Section 404
     within 1 year after the disallowance.

     However, any contribution returned under clause (a) or (c) will be
reduced by any losses attributable thereto and will be limited to the extent
necessary to avoid a reduction in any Participant's Account below the balance
that would have been in that Account had the mistaken or nondeductible
contribution not been made.

X.2 PLAN NOT A CONTRACT OF EMPLOYMENT

                                     -60-

<PAGE>

     The Plan is not a contract of Employment. The terms of Employment of any
Employee are not affected in any way by the Plan or related instruments
except as specifically provided therein.

X.3 Type of Plan

     The Plan is a profit sharing plan for purposes of Code
Sections 401(a), 402, 412, and 417.

X.4 Source of Benefits

     Benefits under the Plan are paid or provided for solely from the Trust,
and the Company, Participating Affiliates, and any fiduciary to the Plan
assume no liability therefor. No Employee, Participant, former Participant
or Beneficiary has any right to, or interest in any assets of the Trust on
termination of Employment or otherwise, except as specifically provided under
the Plan.

X.5 Benefits Not Assignable

     Benefits provided under the Plan may not be assigned or alienated either
voluntarily or involuntarily, except for loans as provided in Section 5.7 or
as may otherwise be required by law. The preceding sentence also applies to
the creation, assignment, or recognition of a right to any benefit payable
with respect to a Participant pursuant to a domestic relations order, unless
the order is determined to be a Qualified Domestic Relations Order. The
Administrative Committee has all powers necessary with respect to the Plan
for the proper operation of Code Section 414(p) with respect to Qualified
Domestic Relations Orders including, but not limited to, the power to
establish all necessary or appropriate procedures, and to authorize the
establishment of new accounts with such assets and subject to such investment
control by the

                                     -61-

<PAGE>

Administrative Committee as the Administrative Committee may consider
appropriate, and the Trustee may decide upon and make appropriate
distributions therefrom.

X.6 Merger or Transfer of Assets

     X.6.1 The merger or consolidation of an Employer with any other person,
or the transfer of the assets of an Employer to any other person, or the
merger of the Plan with any other plan will not constitute a termination of
the Plan.

     X.6.2 The Plan may not merge or consolidate with, or transfer any assets
or liabilities to, any other plan, unless each Participant would (if the Plan
then terminated) receive a benefit immediately after the merger,
consolidation, or transfer equal to or greater than the benefit he would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated).

X.7 Participation in the Plan by an Affiliate

     X.7.1 With the Company's consent, any Affiliate, by appropriate action
of its board of directors, a general partner, or the sole proprietor, as the
case may be, may adopt the Plan. The Affiliate will determine the classes of
its Employees eligible to participate in this Plan.

     X.7.2 A Participating Affiliate may terminate its participation in the
Plan with the Company's consent.

     X.7.3 A Participating Affiliate may withdraw from the Plan and the Trust
with the Company's consent. The withdrawal will be deemed an adoption by the
Participating Affiliate of a plan and trust identical to the Plan and the
Trust, except that all references to the Company will be deemed to refer to
the Participating Affiliate. As such time and in such manner

                                     -62-

<PAGE>

as the Trustee directs, the assets of the Trust allocable to Employees of the
Participating Affiliate will be transferred to the trust deemed adopted by
the Participating Affiliate.

     X.7.4 A Participating Affiliate has no power with respect to the Plan
except as specifically provided in the Plan.

X.8 Conditional Adoption

     The Company has adopted the Plan on the express condition that the
Internal Revenue Service will consider it as initially qualifying under Code
Section 401(a) and the Trust qualifying for exemption from taxation under Code
Section 501(a). If the Internal Revenue Service determines that the Plan or
Trust does not so qualify, the Plan may be amended or terminated as decided
by the Company. If the Plan is terminated, the Company may withdraw its
contributions and the rights of all Employees will cease as if the Plan had
never been adopted.

X.9 Inability to Locate Participant or Beneficiary

     If, after the exercise of due diligence by the Administrative Committee,
a Participant or Beneficiary to whom Plan benefits are due cannot be located,
the Trustee shall hold benefits as a segregated amount in trust for a period
one month less than the relevant state escheat law to the extent that the
escheat law is not preempted by ERISA. If not claimed by that date, the
amount will be treated as a forfeiture and used to reduce future Employer
contributions. However, if the Participant or Beneficiary is subsequently
located and makes a claim for Plan benefits, the amount forfeited under the
preceding sentence will be restored.

X.10 Application of Prior Plan

     The Plan benefit of any Participant who terminates Employment is
determined in accordance with the provisions of the Plan in effect on the
date of the termination of

                                     -63-

<PAGE>

Employment.

     Where the Plan constitutes a restatement and amendment of a predecessor
plan of the Company, that plan will be applied to the extent permitted by law
in determining the rights and duties of any persons with respect to any
allocations before the Effective Date.

X.11 Failure of Qualified Status

     If the Company fails to attain or retain this Plan as a plan which
qualifies under Code Section 401(a), then the Plan as adopted by the Company
will no longer represent a prototype plan covered by an opinion letter issued
by the Internal Revenue Service to the Prototype Sponsor as to the
acceptability of the form of the Plan under Code Section 401(a). Rather, it
will be considered an individually designed plan.

                                     -64-

<PAGE>

                                      APPENDIX B
                           LIMITATIONS ON ELECTIVE DEFERRALS
                               AND MATCHING CONTRIBUTIONS

B.1. DEFINITIONS

     These terms have the following meanings in this Appendix:

     ACTUAL DEFERRAL PERCENTAGE: The ratio of Elective Deferrals (and
Qualified Matching Contributions and Qualified Nonelective Contributions to
the extent treated as Elective Deferrals under Section A-4) on behalf of the
Eligible Participant for the Plan Year to the Eligible Participant's
Compensation for the Plan Year. In calculating the Actual Deferral
Percentage, Elective Deferrals include Excess Deferral Amounts of Highly
Compensated Employees, but do not include Elective Deferrals that are taken
into account in the Average Contribution Percentage Test (provided the Actual
Deferral Percentage Test is satisfied both with and without the exclusion of
these Elective Defferals). In addition, Elective Deferrals do not include
Excess Deferral Amounts of Non-Highly Compensated Employees that arise solely
from Elective Deferrals made under the Plan or plans of the Company. The
Actual Deferral Percentage of an Eligible Participant who does not make an
Elective Deferral is zero. The amount of Compensation taken into account for
an Employee who is an Eligible Participant at any time during the Plan Year,
including the first Plan Year, equals the total Compensation received by the
Employee for the Plan Year (whether or not the Participant was an Eligible
Participant for the entire Plan Year).

     AGGREGATE LIMIT: The greater of (a) or (b), where:

                                      A-1

<PAGE>

          (a) is the sum of (i) 1.25 multiplied by the greater of the Average
     Actual Deferral Percentage or the Average Contribution Percentage for
     Eligible Participants who are Non-Highly Compensated Employees and (ii)
     the lesser of 200% or 2 plus the lesser of the Average Actual Deferral
     Percentage or the Average Contribution Percentage for Eligible
     Participants who are Non-Highly Compensated Employees; and

          (b) is the sum of (i) 1.25 multiplied by the lesser of the Average
     Actual Deferral Percentage of the Average Contribution Percentage for
     Eligible Participants who are Non-Highly Compensated Employees and (ii)
     the lesser of 200% or 2 plus the greater of the Average Actual Deferral
     Percentage or the Average Contribution Percentage for Eligible
     Participants who are Non-Highly Compensated Employees.

     AVERAGE ACTUAL DEFERRAL PERCENTAGE: The average of the Actual Deferral
Percentages of the Eligible Participants in a group.

     AVERAGE CONTRIBUTION PERCENTAGE: The average of the Contribution
Percentages of the Eligible Participants in a group.

     CONTRIBUTION PERCENTAGE: The ratio of Matching Contributions (and
Qualified Matching Contributions to the extent not taken into account for
purposes of the Actual Deferral Percentage Test) and Elective Deferrals (and
Qualified Nonelective Contributions to the extent treated as Matching
Contributions under Section A.6) on behalf of the Eligible Participant for
the Plan Year to the Eligible Participant's Compensation for the Plan Year.
However, Matching Contributions that are forfeited either to correct Excess
Aggregate Contributions or because the contributions to which they relate are
Excess Deferral Amounts, Excess Contributions, or Excess Aggregate
Contributions shall be disregarded.

                                     A-2

<PAGE>

     ELIGIBLE PARTICIPANT: To determine the Actual Deferral Percentage, any
Employee who is eligible to have Elective Deferrals allocated to his
Participant 401(k) Account for the Plan Year. To determine the Contribution
Percentage, any Employee who is eligible to have Matching Contributions
allocated to his Employer Contribution Account for the Plan Year.

     EXCESS AGGREGATE CONTRIBUTIONS: For any Plan Year, the excess of:

          (a) the aggregate amount of Matching Contributions (and participant
     contributions to another plan and, if applicable, Elective Deferrals,
     Qualified Matching Contributions and Qualified Nonelective
     Contributions) actually made on behalf of Highly Compensated Employees
     for the Plan Year; over

          (b) the maximum amount of the contributions described in paragraph
     (a) permitted under the Average Contribution Percentage test in Section
     A.6 (determined by reducing contributions made on behalf of Highly
     Compensated Employees in the order of their Contribution Percentages
     beginning with the highest Contribution Percentage).

     EXCESS CONTRIBUTIONS: For any Plan Year, the excess of:

          (a) the aggregate amount of Elective Deferrals (and, if applicable,
     Qualified Matching Contributions and Qualified Nonelective
     Contributions) actually made on behalf of Highly Compensated Employees
     for the Plan Year; over

          (b) the maximum amount of those contributions permitted under the
     Actual Deferral Percentage test in Section A.4 (determined by reducing
     contributions made on behalf of Highly Compensated Employees in the
     order of their Actual Deferral Percentages beginning with the highest
     Actual Deferral Percentage).

     EXCESS DEFERRAL AMOUNT: The amount of Elective Deferrals for a taxable
year.


                                      A-3
<PAGE>

that are includible in a Participant's gross income under Code Section 402(g)
to the extent the Participant's Elective Deferrals exceed the dollar
limitation under Code Section 402(g).

     MATCHING CONTRIBUTION: Under this Appendix, Matching Contribution also
includes Employer contributions made to any other defined contribution plan
on behalf of a Participant on account of a Participant contribution made to
any other plan of an Employer or on account of the Participant's Elective
Deferrals to this or any other plan of an Employer.

B.2 MAXIMUM AMOUNT OF ELECTIVE DEFERRALS

     No Employee may have Elective Deferrals under this Plan, or any other
qualified plan of an Employer, during any taxable year in excess of the
dollar limitation in Code Section 402(g) in effect at the beginning of that
taxable year.

B.3 EXCESS DEFERRAL AMOUNTS

     B.3.1 Excess Deferral Amounts and income or loss allocable to those
amounts will be distributed no later than April 15 of each year to
Participants who claim allocable Excess Deferral Amounts for the preceding
calendar year.

     B.3.2 The Participant's claim must be written and submitted to the
Administrative Committee as soon as administratively practicable. The claim
must specify the Participant's Excess Deferral Amount for the preceding
calendar year and must be accompanied by the Participant's written statement
that if those amounts are not distributed, the Excess Deferral Amount, when
added to amounts deferred under other plans or arrangements described in Code
Section 401(k), 402(h)(1)(B), 403(b), 457, or 501(c)(18) exceeds the limit
imposed on the Participant by Code Section 402(g) for the year in which the
deferral occurred. Elective Deferrals shall not include any deferrals
properly distributed as excess Annual Additions. A participant shall be

                                    A-4

<PAGE>

deemed to have notified the Administrative Committee of any Excess Deferral
Amounts that arise by taking into account only those Elective Deferrals made
to this Plan or any other plan of the Company.

     B.3.3 The Excess Deferral Amount distributed to a Participant shall be
adjusted for income or loss allocable thereto. Income and loss allocable to
Excess Deferral Amounts shall be the income or loss allocable to the
Participant's Elective Deferrals for the taxable year multiplied by a
fraction, the numerator of which is the Participant's Excess Deferral Amount
for the taxable year, and the denominator of which is the Account Balance in
his Participant 401(k) Account attributable to Elective Deferrals on the last
day of that taxable year without regard to any income or loss occurring
during that taxable year.

     B.3.4 The Excess Deferral Amount distributed to a Participant is reduced
by any Excess Contributions previously distributed to the Participant for the
Plan Year beginning with or within that taxable year. In no event may the
amount distributed exceed the Participant's total Elective Deferrals for the
taxable year.

     B.3.5 Excess Deferral Amounts are treated as Annual Additions under
Appendix B, unless such amounts are distributed no later than the first
April 15 following the close of the Participant's taxable year.

B.4 ACTUAL DEFERRAL PERCENTAGE TEST

     B.4.1 The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year may not exceed:


                                    A-5

<PAGE>

          (a) The Average Actual Deferral Percentage for Eligible
     Participants who are Non-Highly Compensated Employees for the Plan Year
     multiplied by 1.25; or

          (b) the Average Actual Deferral Percentage for Eligible
     Participants who are Non-Highly Compensated Employees for the Plan Year
     multiplied by 2, provided that the Average Actual Deferral Percentage
     for Eligible Participants who are Highly Compensated Employees does not
     exceed the Average Actual Deferral Percentage for Eligible Participants
     who are Non-Highly Compensated Employees by more than 2 percentage points
     or such lesser amount as the Secretary of the Treasury may prescribe to
     prevent the multiple use of this alternative limitation with respect to
     any Highly Compensated Employee.

     B.4.2 The provisions of Code Section 401(k)(3) and Treasury Regulation
Section 1.401(k)-1(b) are incorporated by reference.

     B.4.3 To the extent Elective Deferrals are taken into account under
Section A.6, they are disregarded under this Section A.4.

     B.4.4 The Administrative Committee shall determine for any Plan Year
whether Qualified Matching Contributions and/or Qualified Nonelective
Contributions will be treated as Elective Deferrals in the Actual Deferral
Percentage test under this Section A.4, and, if so, whether such Qualified
Matching Contributions and Qualified Nonelective Contributions will be
allocated to all Employees or allocated to all Non-Highly Compensated
Employees. The Administrative Committee shall also determine whether the
amounts treated as Elective Deferrals, subject to such other requirements as
the Secretary of the Treasury may prescribe, are:

          (a) all Qualified Matching Contributions;


                                     A-6



<PAGE>

          (b) all Qualified Nonelective Contributions;

          (c) such Qualified Matching Contributions as are needed to satisfy
     the Actual Deferral Percentage test; or

          (d) such Qualified Nonelective Contributions as are needed to satisfy
     the Actual Deferral Percentage test.

     B.4.5 The Actual Deferral Percentage for any Eligible Participant who is
a Highly Compensated Employee for the Plan Year and who is eligible to have
Elective Deferrals allocated to his account under 2 or more plans or
arrangements described in Code Section 401(k) that are maintained by the
Company or an Affiliate is determined as if all Elective Deferrals (and, if
applicable, Qualified Matching Contributions and Qualified Nonelective
Contributions) were made under a single arrangement. If the cash or deferred
arrangements have different plan years, all cash or deferred arrangements
ending within the same calendar year are treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Code Section 401(k).

     B.4.6 If this Plan satisfies the requirements of Code Section 401(a)(4),
401(k), or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of those Code sections only if
aggregated with this Plan, then this Section A.4 is applied by determining
the Actual Deferral Percentage of Eligible Participants as if all the plans
were a single plan.

     B.4.7 The Administrative Committee also may treat one or more plans as a
single plan with the Plan whether or not the aggregated plans satisfy Code
Sections 401(a)(4) and 410(b). However, those plans must then be treated
as one plan under Code Sections 401(a)(4), 401(k),

                                     A-7

<PAGE>

and 410(b). Plans may be aggregated under this Section A.4.7 only if they
have the same plan year.

     B.4.8 To determine the Actual Deferral Percentage of a Participant who
is a 5-percent owner or one of the 10 most highly paid Highly Compensated
Employees, the Elective Deferrals (and, if applicable, Qualified Matching
Contributions and Qualified Non-elective Contributions) and Compensation of
the Participant include the Elective Deferrals (and, if applicable, Qualified
Matching Contributions and Qualified Nonelective Contributions) and
Compensation for the Plan Year of Family Members who are Eligible Employees.
Family Members, with respect to Highly Compensated Employees, are disregarded
as separate employees in determining the Actual Deferral Percentage both for
Participants who are Non-Highly Compensated Employees and for Participants
who are Highly Compensated Employees.

     B.4.9 Elective Deferrals, Qualified Matching Contributions, and
Qualified Nonelective Contributions are considered made for a Plan Year if
made no later than the end of the 12-month period beginning on the day after
the close of the Plan Year.

     B.4.10 The determination and treatment of the Elective Deferrals,
Qualified Matching Contributions, Qualified Nonelective Contributions, and
Actual Deferral Percentage of any Participant must satisfy such other
requirements as the Secretary of the Treasury may prescribe.

B.5 EXCESS CONTRIBUTIONS

                                     A-8
<PAGE>


     B.5.1 Excess Contributions, plus any income and minus any loss allocable
to those contributions, will be distributed no later than the last day of
each Plan Year to Participants to whose Account the Excess Contributions were
made for the preceding Plan Year. Excess Contributions of Participants who
are subject to the family member aggregation rules shall be allocated among
the Family Members in proportion to the Elective Deferrals (and amounts
treated as Elective Deferrals) of each Family Member that is considered to
determine the combined Actual Deferral Percentage. The Administrative
Committee anticipates that the Excess Contributions will be distributed to
affected Participants within 2-1/2 months after the close of the Plan Year in
which the Excess Contribution occurred. If Excess Contributions are not
distributed to affected Participants within 2-1/2 months after the close of
the Plan Year, the Employer will be subject to a 10% excise tax under Code
Section 4979.

     B.5.2 The Excess Contributions shall be adjusted for income and losses
allocable thereto. The income or loss allocable to Excess Contributions shall
be the income or loss allocable to the Participant's Elective Deferrals (and,
if applicable, Qualified Matching Contributions and Qualified Nonelective
Contributions treated as Elective Deferrals) for the Plan Year multiplied by
a fraction, the numerator of which is the Participant's Excess Contributions
for the Plan Year and the denominator of which is the Participant's Account
Balances attributable to Elective Deferrals (and, if applicable, Qualified
Matching Contributions and Qualified Nonelective Contributions) on the last
day of the Plan Year without regard to any income or loss occurring during
that Plan Year.

     B.5.3 The Excess Contributions distributed to a Participant are also
reduced by the amount of Excess Deferral Amounts distributed to the
Participant.

                                     A-9

<PAGE>

     B.5.4 Amounts distributed under this Section A.5 are first treated as
distributions from the Participant 401(k) Account and are treated as
distributed from the Participant's Employer Contribution Account only to the
extent the Excess Contributions exceed the balance in his Participant 401(k)
Account.

     B.5.5 Excess Contributions are treated as Annual Additions under
Appendix B.

B.6 AVERAGE CONTRIBUTION PERCENTAGE TEST

     B.6.1 The Average Contribution Percentage for Eligible Participants who
are Highly Compensated Employees for the Plan Year may not exceed:

          (a) the Average Contribution Percentage for Eligible Participants
     who are Non-Highly Compensated Employees for the Plan Year multiplied by
     1.25; or

          (b) the Average Contribution Percentage for Eligible Participants
     who are Non-Highly Compensated Employees for the Plan Year multiplied by
     2, provided that the Average Contribution Percentage for Eligible
     Participants who are Highly Compensated Employees does not exceed the
     Average Contribution Percentage for Eligible Participants who are
     Non-Highly Compensated Employees by more than 2 percentage points or such
     lesser amount as the Secretary of the Treasury may prescribe to prevent
     the multiple use of this alternative limitation with respect to any Highly
     Compensated Employee.

     B.6.2 The provisions of Code Section 401(m) and any regulations issued
thereunder are incorporated by reference.

     B.6.3 To the extent that Qualified Matching Contributions are taken into
account under Section A.4, they are disregarded under this Section A.6.

                                     A-10

<PAGE>

     B.6.4 The Administrative Committee shall determine for any Plan Year
whether Elective Deferrals and/or Qualified Nonelective Contributions will be
treated as Matching Contributions in the Average Contribution Percentage test
under this Section A.6. The Administrative Committee shall also determine
whether the amounts treated as Matching Contributions, subject to such other
requirements as the Secretary of the Treasury may prescribe are:

          (a) all Elective Deferrals;

          (b) all Qualified Nonelective Contributions;

          (c) such Elective Deferrals as are needed to satisfy the Average
     Contribution Percentage test; or

          (d) such Qualified Nonelective Contributions as are needed to
     satisfy the Average Contribution Percentage test.

     B.6.5 The Contribution Percentage for any Eligible Participant who is a
Highly Compensated Employee for the Plan Year and who is eligible to receive
Matching Contributions under 2 or more plans described in Code Section 401(a)
or arrangements described in Code Section 401(k) that are maintained by the
Company or an Affiliate is determined as if all Matching Contributions (and
Participant contributions to another plan) (and, if applicable, Elective
Deferrals and Qualified Nonelective Contributions) were made under a single
plan. If the plans have different plan years, all plans ending within the
same calendar year are treated as a single plan. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code Section 401(m).

                                     A-11

<PAGE>

     B.6.6 If this Plan satisfies the requirements of Code Section 401(a)(4),
401(m), or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of those Code sections only if
aggregated with this Plan, then this Section A.6 is applied by determining
the Contribution Percentages of Eligible Participants as if all the plans
were a single plan. In calculating Contribution Percentages under this
paragraph, Participant contributions to the other plans are considered.

     B.6.7 The Administrative Committee may treat one or more plans as a
single plan with the Plan whether or not the aggregated plans satisfy Code
Sections 401(a)(4) and 410(b). However, those plans must then be treated
as one plan under Code Sections 401(a)(4), 401(m), and 410(b). Plans may be
aggregated under this Section A.6.7 only if they have the same plan year.

     B.6.8 To determine the Contribution Percentage of an Eligible
Participant who is a 5-percent owner or one of the 10 most highly-paid Highly
Compensated Employees, Matching Contributions (and Participant contributions
to another plan) (and, if applicable, Elective Deferrals and Qualified
Nonelective Contributions) and Compensation of the Participant includes the
Matching Contributions (and Participant contributions to another plan) (and,
if applicable, Elective Deferrals and Qualified Nonelective Contributions)
and Compensation for the Plan Year of eligible Family Members. Family
Members, with respect to Highly Compensated Employees, are disregarded as
separate employees in determining the Contribution Percentage both for
Participants who are Non-Highly Compensated Employees and for Participants
who are Highly Compensated Employees.

     B.6.9 Matching Contributions and Qualified Nonelective Contributions are
considered made for a Plan Year if made no later than the end of the 12-month
period beginning

                                               A-12

<PAGE>

on the day after the close of the Plan Year.

     B.6.10 The determination and treatment of the Contribution Percentage of
any Participant must satisfy such other requirements as the Secretary of the
Treasury may prescribe.

B.7 EXCESS AGGREGATE CONTRIBUTIONS

     B.7.1 Excess Aggregate Contributions, plus any income and minus any loss
allocable to those contributions, are forfeited, if otherwise forfeitable
under this Plan, or if not forfeitable, distributed no later than the last
day of each Plan Year, to Participants to whose Accounts Matching
Contributions were allocated for the preceding Plan Year. Excess Aggregate
Contributions of Participants who are subject to the family member
aggregation rules shall be allocated among the Family Members in proportion
to the Matching Contributions of each Family Member that is considered to
determine the combined Actual Contribution Percentage. The Administrative
Committee anticipates that the Excess Aggregate Contribution will be
distributed to affected Participants within 2-1/2 months after the close of
the Plan Year in which the Excess Aggregate Contributions occurred.

     B.7.2 If Excess Aggregate Contributions are not distributed to affected
Participants within 2-1/2 months after the close of the Plan Year, the
Employer will be subject to a 10% excise tax under Code Section 4979.

     B.7.3 The Excess Aggregate Contributions to be distributed are adjusted
for income and losses allocable thereto. The income or loss allocable to
Excess Aggregate Contributions shall be the income or loss allocable to the
Participant's Matching Contributions (and, if applicable, Elective Deferrals,
Qualified Matching Contributions and Qualified Nonelective Contributions
treated as Matching Contributions) for the Plan Year multiplied by a


                                     A-13

<PAGE>

fraction, the numerator of which is the Participant's Excess Aggregate
Contributions for the Plan Year and the denominator of which is the
Participant's Account Balances attributable to Matching Contributions (and,
if applicable, Elective Deferrals, Qualified Matching Contributions and
Qualified Nonelective Contributions) on the last day of the Plan Year without
regard to any income or loss occurring during that Plan Year.

     B.7.4 Amounts distributed under this Section A.7 are treated as
distributions from the Participant's Employer Contribution Account and, if
applicable, on a PRO RATA basis from his Participant 401(k) Account.

     B.7.5 Amounts forfeited by Highly Compensated Employees under this
Section A.7 are used to reduce Employer Contributions.

     B.7.6 Excess Aggregate Contributions are treated as Annual Additions
under Appendix B.

B.8 COORDINATION OF DISTRIBUTIONS OF EXCESS DEFERRAL AMOUNTS,
    EXCESS CONTRIBUTIONS, AND EXCESS AGGREGATE CONTRIBUTIONS

     Excess Deferral Amounts, Excess Contributions, and Excess Aggregate
Contributions are calculated and distributed in that order.

B.9 MULTIPLE USE OF ALTERNATIVE LIMITATION

     If the sum of the average Actual Deferral Percentage and the Average
Contribution Percentage for Eligible Participants who are Highly Compensated
Employees exceeds the Aggregate Limit, a multiple use of the alternative
limitation (within the meaning of Code Section 401(m)(9)) occurs. However,
multiple use does not occur if either the Average Actual Deferral Percentage
or the Average Contribution Percentage for Eligible Participants who are


                                     A-14

<PAGE>

Highly Compensated Employees does not exceed 1.25 multiplied by the Average
Actual Deferral Percentage or the Average Contribution Percentage, as
applicable, for Eligible Participants who are Non-Highly Compensated
Employees. Under this Section A.9, the Average Actual Deferral Percentage and
the Average Contribution Percentage for Eligible Participants who are Highly
Compensated Employees are determined after any corrections required to meet
the Actual Deferral Percentage test and the Average Contribution Percentage
test. Multiple use is corrected by either reducing the Actual Deferral
Percentage or the Average Contribution Percentage of all Highly Compensated
Employees in the Plan, or by reducing the actual Deferral Percentage or
Average Contribution Percentage of only those Highly Compensated Employees
who are eligible to have both Elective Deferrals and Matching Contributions
allocated to their Plan Accounts so that the Aggregate Limit is not exceeded.
The amount of the reduction is treated as an Excess Contribution or Excess
Aggregate Contribution, depending upon whether the Actual Deferral Percentage
or Actual Contribution Percentage is reduced. The amount of the reduction of
Excess Contributions or Excess Aggregate Contributions shall be in accordance
with Treasury Regulation Section 1.401(k)-1(f)(2) or 1.401(m)-1(e)(2), as
applicable.






                                     A-15


<PAGE>


                                  APPENDIX C

                        LIMITATIONS ON ANNUAL ADDITIONS

C.1  DEFINITIONS

     These terms have the following meanings in this Appendix:

     ANNUAL ADDITION: The sum of the following amounts credited to a
Participant's Accounts for any Limitation Year:

          (a)  contributions made by any Controlled Group Member;

          (b)  participant contributions to any other qualified plan of a
     Controlled Group Member even if withdrawn during the same Limitation
     Year including without limitation, nondeductible employee contributions
     to all defined benefit plans whether or not terminated, maintained by the
     Controlled Group Member;

          (c)  forfeitures allocated to any defined contribution plan
     maintained by a Controlled Group Member;

          (d)  amounts attributable to post-retirement medical benefits,
     allocated to the separate account of a key employee as defined in Code
     Section 419A(d)(3), under all welfare benefit funds as defined in Code
     Section 419(e) maintained by any Controlled Group Member;

          (e)  amounts allocated to an individual medical account as defined
     in Code Section 415(l)(2) which is part of a pension or annuity plan
     maintained by any Controlled Group Member; and

          (f)  allocations under a simplified employee pension.

Any Excess Amount applied under Sections B.3.1 and B.3.4 in the Limitation
Year to reduce Controlled Group Member contributions will be considered
Annual Additions for that Limitation


                                       B-1
<PAGE>


Year.

     CONTROLLED GROUP MEMBER: Any corporation during the time it is a member
of a "controlled group of corporations" (as defined in Code Section 414(b),
as modified by Code Section 415(h)) of which the Company is a member and any
trade or business during the time it is under "common control" (as defined in
Code Section 414(c), as modified by Code Section 414(h)) with the Company, or
any affiliated service group as defined in Code Section 414(m), or any other
entity required to be aggregated with the Employer under Code Section 414(o).

     DEFINED BENEFIT FRACTION: For any Participant, the fraction (determined
as of the last day of the Limitation Year) with a numerator equal to the
Projected Annual Benefit of the Participant and a denominator equal to the
lesser of:

          (a)  1.25 multiplied by the dollar limitation in effect under Code
     Section 415(b)(1)(A) and (d) for that Limitation Year; or

          (b)  1.4 multiplied by the amount of the Participant's average
     Limitation Compensation for the consecutive 3 Years of Service that
     produces the highest average, including any adjustments under Code
     Section 415(b).

     If the Participant was a participant as of the first day of the
Limitation Year beginning after December 31, 1986, in one or more defined
benefit plans maintained by a Controlled Group Member which were in existence
on May 6, 1986, the denominator of this fraction will not be less than 125%
of the sum of the annual benefits under those plans which the Participant had
accrued as of the close of the last Limitation Year beginning before January 1,
1987, disregarding any changes in the terms and conditions of the plan after
May 5, 1986. The preceding sentence applies only if the defined benefit
plans individually and in the aggregate


                                       B-2
<PAGE>

satisfied requirements of Code Section 415 for all Limitation Years beginning
before January 1, 1987.

     DEFINED CONTRIBUTION DOLLAR LIMITATION: $30,000 or, if greater, 1/4 of
the dollar limitation in effect under Code Section 415(b)(1)(A) as in effect
for the Limitation Year.

     DEFINED CONTRIBUTION FRACTION: For any Participant, the fraction
(determined as of the last day of the Limitation Year) with a numerator equal
to the sum of all the Participant's Annual Additions under all Defined
Contribution Plans (whether or not terminated) maintained by a Controlled
Group Member for the current and all prior Limitation Years and a denominator
equal to the sum of the lesser of the following amounts determined for the
Limitation Year and for each prior Limitation Year for which the Participant
was credited with a Year of Service (regardless of whether a Defined
Contribution Plan was maintained by a Controlled Group Member):

          (a)  1.25 multiplied by the Defined Contribution Dollar Limitation
     in effect for that Limitation Year; or

          (b)  1.4 multiplied by 25% of the Participant's Limitation
     Compensation for that Limitation Year.

     If the Participant was a participant as of the first day of the
Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by a Controlled Group Member which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted if
the sum of this fraction and the Defined Benefit Fraction would otherwise
exceed 1.0 under the terms of this Plan. Under the adjustment, an amount
equal to the product of (i) the excess of the sum of the fractions over 1.0
times (ii) the denominator of this fraction, will be permanently subtracted
from the numerator of this fraction. The adjustment is


                                       B-3
<PAGE>

calculated using the fractions as they would be computed as of the end of the
last Limitation Year beginning before January 1, 1987, disregarding any
changes in the terms and conditions of the Plan after May 5, 1986, but using
the Code Section 415 limitation applicable to the first Limitation Year
beginning on or after January 1, 1987.

     The Annual Addition for any Limitation Year beginning before January 1,
1987, is not recomputed to treat all employee contributions as Annual
Additions.

     EXCESS AMOUNT: The excess of the Participant's Annual Additions for the
Limitation Year over the maximum Annual Addition permitted under Section B.2.

     LIMITATION COMPENSATION: A Participant's Earned Income, wages, salaries,
and fees for professional services and other amounts received for personal
services actually rendered in the course of employment with the Controlled
Group Member maintaining the Plan (including, but not limited to, commissions
paid to salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe benefits,
and reimbursements or other expense allowance under a nonaccountable plan (as
described in Treasury Regulation Section 1.62-2(c)), and excluding the
following:

          (a) Controlled Group Member contributions to a plan of deferred
     compensation which are not includible in the Participant's gross income
     for the taxable year in which contributed, or Controlled Group Member
     contributions under a simplified employee pension plan to the extent those
     contributions are deductible by the Participant or any distributions from
     a plan of deferred compensation;

          (b) Amounts realized from the exercise of a non-qualified stock
     option, or when restricted stock (or property) held by the Participant
     either becomes freely

                                     B-4

<PAGE>

     transferable or is no longer subject to a substantial risk of forfeiture;

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

          (d) Other amounts which received special tax benefits, or
     contributions made by the Controlled Group Member (whether or not under a
     salary reduction agreement) toward the purchase of an annuity contract
     described in Code Section 403(b) (whether or not the contributions are
     actually excludable from the gross income of the Participant).

For Limitation Years beginning after December 31, 1991, for purposes of
applying the limitations of the Section, compensation for a Limitation Year
is the compensation actually paid or made available during the Limitation
Year. However, for a Non-Highly Compensated Employee who is permanently and
totally disabled within the meaning of Code Section 22(e)(3) and for whom
contributions are nonforfeitable when made, "Limitation Compensation" means
the Limitation Compensation the Participant would have received if the
Participant was paid at the same rate as immediately before becoming
permanently and totally disabled.

     LIMITATION YEAR: The Plan Year. All qualified plans maintained by a
Controlled Group Member must use the same Limitation Year. If the Limitation
Year is amended to a different 12 consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year in which the
amendment is made.

     MASTER OR PROTOTYPE PLAN: A plan the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

     PROJECTED ANNUAL BENEFIT: The Participant's annual benefit payable in
the form of a straight life annuity or a qualified joint and survivor annuity
under all defined benefit plans

                                     B-5

<PAGE>

qualified under Code Section 401 maintained at any time (whether or not
terminated) by the Company or any other Controlled Group Member. The Project
Annual Benefit is computed assuming that the Participant will remain
employed until normal retirement age under the plan (or his current age, if
later) and that the Participant's Compensation (and all other relevant
factors used to determine benefits) will remain at its current level until
that time.

C.2 MAXIMUM ANNUAL ADDITION

     C.2.1 A Participant's Annual Addition in any Limitation Year may not
exceed the lesser of:

          (a) the Defined Contribution Dollar Limitation; or

          (b) 25% of the Participant's Limitation Compensation (other than
     any contribution for medical benefits within the meaning of Code Section
     401(h) or 419A(f)(2) which is treated as an Annual Addition) for that
     Limitation Year.

If a short Limitation Year is created by an amendment changing the Limitation
Year to a different 12-month period, the maximum Annual Addition may not
exceed the Defined Contribution Dollar Limitation multiplied by the following
fraction, the numerator of which is the number of months in the short
Limitation Year and the denominator of which is 12.

     C.2.2 Before determining the Participant's actual Limitation
Compensation for the Limitation Year, the Employer may determine the maximum
Annual Addition under Section B.2.1 for a Participant on the basis of a
reasonable estimation of the Participant's Limitation Compensation for the
Limitation Year, uniformly determined for all Participants similarly situated.

                                     B-6

<PAGE>


     C.2.3  As soon as administratively feasible after the end of the
Limitation Year, the maximum Annual Addition under Section B.2.1 will be
determined on the basis of the Participant's actual Limitation Compensation
for the Limitation Year.

C.3  EXCESS AMOUNTS

     C.3.1 If the Participant does not participate in, and has never
participated in another qualified plan maintained by a Controlled Group
Member, a welfare benefit fund as defined in Code Section 419(e) maintained
by a Controlled Group Member, or an individual medical account as defined in
Code Section 415(l)(2) maintained by a Controlled Group Member, or a
simplified employee pension as defined in Code Section 408(k) maintained by a
Controlled Group Member, which provides an Annual Addition, the Employer
contribution to this Plan that would otherwise be contributed or allocated to
the Participant's Account will be limited to ensure that there will be no
Excess Amount for the Limitation Year. If the Employer contribution that
would otherwise be contributed or allocated to the Participant's Account
would cause the Annual Addition for the Limitation Year to exceed the maximum
Annual Addition, then subject to Section B.3.8, the amount contributed or
allocated will be reduced so that the Annual Additions for the Limitation
Year will equal the maximum Annual Addition. However, if pursuant to Section
B.2.3, there is an Excess Amount, the excess will be disposed of as follows:

          (a)  If the Participant is covered by the Plan at the end of the
     Limitation Year, the Excess Amount in the Participant's Account will be
     used to reduce Employer contributions (including any allocation of
     forfeitures) for that Participant in the next Limitation Year, and each
     succeeding Limitation Year, if necessary.


                                       B-7
<PAGE>

          (b)  If the Participant is not covered by the Plan at the end of a
     Limitation Year, the Excess Amount is held unallocated in a suspense
     account and will be used to reduce future Employer contributions for all
     remaining Participants in the next Limitation Year and each succeeding
     Limitation Year, if necessary.

          (c)  A suspense account may not participate in the allocation of
     the gains and losses of the Investment Funds. All amounts in the
     suspense account must be allocated and reallocated to Participants'
     Accounts before any Employer or Employee contributions may be made for
     that Limitation Year. Excess Amounts in a suspense account may not be
     distributed to Participants or former Participants.

     C.3.2  This Section B.3.2 and Section B.3.3 and B.3.4 apply if, in
addition to this Plan, the Participant is covered under another qualified
defined contribution Master or Prototype Plan maintained by a Controlled
Group Member, a welfare benefit fund, as defined in Code Section 419(e),
maintained by a Controlled Group Member, or an individual medical account, as
defined in Code Section 415(l)(2), maintained by a Controlled Group Member,
or a simplified employee pension as defined in Code Section 408(k),
maintained by a Controlled Group Member, which provides an Annual Addition
during any Limitation Year. The Annual Additions which may be credited to a
Participant's Account under this Plan for any such Limitation Year when added
to the Annual Additions credited to Participant's Account under the other
plans, welfare benefit funds and simplified employee pensions for the same
Limitation Year may not exceed the maximum Annual Addition under Section
B.2.1. If the Annual Additions with respect to the Participant under other
defined contribution plans, welfare benefit funds and simplified employee
pensions maintained by a Controlled Group Member are less than the maximum
Annual Addition under


                                       B-8
<PAGE>


Section B.2.1 and the Controlled Group Member contribution that would
otherwise be contributed or allocated to the Participant's Account under this
Plan would cause the Annual Additions for the Limitation Year to exceed this
limitation, the amount contributed or allocated will be reduced so that the
Annual Additions under all such plans and funds for the Limitation Year will
equal the maximum Annual Addition under Section B.2.1. If the Annual
Additions with respect to the Participant under the other defined
contribution plans, welfare benefit funds and simplified employee pensions in
the aggregate are equal to or greater than the maximum Annual Addition, no
amount will be contributed or allocated to the Participant's Account under
this Plan for the Limitation Year.

     C.3.3  If, pursuant to Section B.2.2 or as a result of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and the other
plans would result in an Excess Amount for a Limitation Year, the Excess
Amount will be deemed to consist of the Annual Additions last allocated,
except that Annual Additions attributable to a welfare benefit fund,
individual medical account or simplified employee pension will be deemed to
have been allocated first regardless of the actual allocation date.

     C.3.4  If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation date of
another plan, the Excess Amount attributed to this Plan will be the product of:

          (a)  the total Excess Amount allocated as of that date; times

          (b)  the ratio of (i) the Annual Additions allocated to the
     Participant for the Limitation Year as of that date under this Plan to
     (ii) the total Annual Additions allocated to the Participant for the
     Limitation Year as of that date under this and all the other


                                       B-9
<PAGE>

     Master or Prototype Plans.

Any Excess Amount attributed to this Plan will be disposed in the manner
described in Section B.3.1.

     C.3.5 This Section B.3.5 applies if the Participant is covered under
another qualified defined contribution plan maintained by a Controlled Group
Member which is not a Master or Prototype Plan. Annual Additions which may be
credited to the Participant's Account under this Plan for any Limitation Year
will be limited in accordance with Sections B.3.2 through B.3.4 as though the
other plan were a Master or Prototype Plan unless the Company provides other
limitations in Section I.A of the Addendum to the Adoption Agreement.

     C.3.6 This Section B.3.6 applies in addition to the limitations of
Section B.2.1 if a Participant has participated in any defined benefit plan
maintained at any time (whether or not terminated) by the Company or any
other Controlled Group Member. The sum of the Participant's Defined Benefit
Fraction and the Participant's Defined Contribution Fraction may not exceed
1.0. If necessary, the Annual Addition which may be credited under this Plan
for any Limitation Year will be reduced in accordance with Section 1.B of the
Addendum to the Adoption Agreement.

     C.3.7 If this Plan is a restatement of a plan which satisfied Code
Section 415 for all Limitation Years beginning before January 1, 1987, then,
in accordance with regulations promulgated by the Secretary of the Treasury,
an amount (not exceeding the numerator of the Defined Contribution Plan
Fraction) is subtracted from that numerator so that the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Plan Fraction under Code
Section 415(e)(1) does not exceed 1.0 for the year. The adjustment described
in the preceding sentence is

                                     B-10

<PAGE>

determined as if the Tax Reform Act of 1986 changes to the limitation on
contributions and benefits were in effect for the last year beginning before
January 1, 1987.

     C.3.8 Excess Annual Additions resulting from a reasonable error in
determining the amount of Elective Deferrals that may be contributed pursuant
to a Participant 401(k) Election under Code Section 415 may be corrected
through a distribution of such excess Elective Deferrals, but only to the
extent that the distribution of the Elective Deferrals would reduce the
excess Annual Addition. The amount so distributed shall be includible in
income in the year distributed. Such distribution shall be made without
regard to any notice or consent requirements under Code Section 411(a)(11),
and also without regard to any restrictions on distribution under Code
Section 401(k)(2)(B)(i). Such distribution shall not constitute an Eligible
Rollover Distribution.

     C.3.9 The limitations of this Appendix B are intended to comply with
Code Section 415 so that the maximum contributions and benefits provided by
the Company and Controlled Group Members will exactly equal the maximum
amounts allowed under Code Section 415. Any discrepancy between this Section
and Code Section 415 will be resolved so as to give full effect to Code
Section 415.

                                     B-11

<PAGE>

                                   APPENDIX D

                              TOP-HEAVY PROVISIONS

D.1 DEFINITIONS

     These terms have the following meanings in this Appendix:

     AGGREGATED PLANS: (a) All plans of the Company or an Affiliate which
must be aggregated with the Plan; and (b) all plans of the Company or an
Affiliate which may be aggregated with the Plan and which the Administrative
Committee elects to aggregate with the Plan, in determining whether the Plan
is top-heavy. A plan must be aggregated with the Plan if the plan (whether or
not terminated) includes or included as a participant a Key Employee or if
the plan enables any plan of the Company or Affiliate in which a Key Employee
participates to qualify under Code Section 401(a)(4) or 410(b). A plan of the
Company or an Affiliate may be permissibly aggregated with the Plan (whether
or not terminated) if the plan satisfies the requirements of Code Sections
401(a)(4) and 410(b), when considered together with this Plan and all plans
which must be aggregated with this Plan. No plan may be aggregated with this
Plan unless it is a qualified plan under Code Section 401(a). The top-heavy
status of Aggregated Plans is determined by aggregating the plans' respective
top-heavy determinations that are made as of the Determination Dates that
fall within the same calendar year.

     DETERMINATION DATE: The date as of which it is determined whether a plan
is top-heavy or super top-heavy for the Plan Year. The Determination Date for
any Plan Year is the last day of the preceding Plan Year, or for the first
Plan Year, the last day of that Plan Year.

     GROUP PARTICIPANT: Anyone who is or was a participant in any Aggregated
Plan

                                     C-1

<PAGE>

as of the Determination Date or any of the 4 immediately preceding Plan
Years. Any Beneficiary of a Group Participant who has received, or is
expected to receive, a benefit from an Aggregated Plan is considered a Group
Participant solely for determining whether the Plan is top-heavy or super
top-heavy.

     KEY EMPLOYEE: Any Employee or former Employee, or their Beneficiaries,
of the Company or an Affiliate who, as of a Determination Date, or as of any
of the 4 immediately preceding Plan Years, was:

          (a) an officer of the Company earning an annual compensation in
     excess of 50% of the amount in effect under Code Section 415(b)(1)(A);

          (b) a 5-percent owner of the Company;

          (c) a 1-percent owner of the Company whose total annual
     compensation from the Company and the Affiliates exceeds $150,000; or

          (d) an Employee whose compensation equals or exceeds $30,000 (or
     such higher amount as may be defined under Code Section 415(c)(1)(A)),
     and whose ownership interest (determined in accordance with Code Section
     318) in the Company and the Affiliates is among the 10 largest.

Under this Appendix, "compensation" means compensation as defined in Code
Section 415(c)(3), but including Employer contributions made pursuant to a
salary reduction agreement which are not includible in the individual's gross
income under Code Section 125, 402(e)(3), 402(h), or 403(b).

     The determination of who is a Key Employee is made in accordance with
Code Section 416(i)(1).

     NON-KEY EMPLOYEE: Any Employee who is not a Key Employee including an

                                     C-2

<PAGE>

Employee who is a former Key Employee.

     TOP-HEAVY RATIO: (a) If the Employer maintains one or more defined
contribution plans (including any simplified employee pension plan) and the
Employer has not maintained any defined benefit plan which during the 5-year
period ending on the Determination Date(s) has or has had accrued benefits,
the Top-Heavy Ratio for Aggregated Plans as appropriate is a fraction, the
numerator of which is the sum of the Account Balances of all Key Employees as
of the Determination Date(s) (including any part of any Account Balance
distributed in the 5-year period ending on the Determination Date(s)), and
the denominator of which is the sum of all Account Balances (including any
part of any Account Balance distributed in the 5-year period ending on the
Determination Date(s)), both computed in accordance with Code Section 416 and
the regulations thereunder. Both the numerator and denominator of the
Top-Heavy Ratio are increased to reflect any contribution not actually made
as of the Determination Date, but which is required to be taken into account
on that date under Code Section 416 and the regulations thereunder.

     (b) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and the Employer maintains
or has maintained one or more defined benefit plans which during the 5-year
period ending on the Determination Date(s) has or has had any accrued
benefits, the Top-Heavy Ratio for the Aggregated Plans is a fraction, the
numerator of which is the sum of Account Balances under the aggregated
defined contribution plan or plans for all Key Employees, determined in
accordance with (a) above, and the present value of accrued benefits under
the aggregated defined benefit plan or plans for all Key Employees as of the
Determination Date(s) and the denominator of which is the sum of the

                                     C-3

<PAGE>

Account Balances under the aggregated defined contribution plan or plans for
all Participants, determined in accordance with (a) above, and the present
value of accrued benefits under the defined benefit plan or plans for all
Participants as of the Determination Date(s), all determined in accordance
with Code Section 416 and the regulations thereunder. The accrued benefits
under a defined benefit plan in both the numerator and denominator of the
Top-Heavy Ratio are increased for any distribution of an accrued benefit made
in the 5-year period ending on the Determination Date.

     (c) For purposes of (a) and (b) above, the value of Account Balances and
the present value of accrued benefits will be determined as of the most
recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Code Section 416 and
the regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (i)
who is not a Key Employee but who was a Key Employee in a prior year or (ii)
who has not been credited with at least one Hour of Service with any Employer
maintaining the plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy
Ratio, and the extent to which distributions, rollovers, and transfers are
taken into account will be made in accordance with Code Section 416 and the
regulations thereunder. Deductible employee contributions will not be taken
into account for purposes of computing the Top-Heavy Ratio. When aggregating
plans, the value of account balances and accrued benefits will be calculated
with reference to the Determination Dates that fall within the same calendar
year.

     The accrued benefit of a Participant other than a Key Employee shall be
determined under (i) the method, if any, that uniformly applies for accrual
purposes under all

                                     C-4

<PAGE>

defined benefit plans maintained by the Employer or (ii) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Code Section 411(b)(1)(C).

D.2  TOP-HEAVY PLAN

     D.2.1  The rules in this Appendix apply to a Plan for the first Plan
Year beginning after the Determination Date as of which the Plan is top-heavy
or super top-heavy, and also apply to the first Plan Year if the Plan is
top-heavy as of the initial Determination Date. Except where expressly
indicated otherwise, those rules continue to apply until as of a later
Determination Date, the Plan is no longer top-heavy or super top-heavy.
However, if the Plan changes from being super top-heavy to being top-heavy,
the rules for a top-heavy plan will apply and if the Plan changes from being
top-heavy to being super top-heavy, the rules for a super top-heavy plan will
apply.

     D.2.2  For any Plan Year, the Plan is "top-heavy" if the Top-Heavy
Ratio exceeds 60% determined as of the Determination Date.

     C.2.3  For any Plan Year, the Plan is "super top-heavy" if the
Top-Heavy Ratio exceeds 90% determined as of the Determination Date.

D.3.  MINIMUM BENEFITS OR CONTRIBUTIONS

     D.3.1  For any Plan Year in which the Plan is top-heavy, the minimum
rate of contributions and forfeitures allocated to the account either of any
Participant who is not a Key Employee and is employed by the Company on the
last day of the Plan Year, or any Eligible Employee regardless of whether
employed on the last day of the Plan Year, as elected under Section II.B of
the Addendum to the Adoption Agreement, is determined without regard to any


                                     C-5


<PAGE>

Social Security contribution and regardless of whether the Participant has
completed 1,000 Hours of Service (or any equivalent provided in the Plan) or
whether the Participant has compensation less than a stated amount. The
minimum contribution is equal to the lesser of:

          (a)  the highest rate of Employer contributions and forfeitures
     (determined as a percentage of Limitation Compensation) (as defined in
     Appendix B) allocated to the account of any Key Employee; or

          (b)  3% (4% if the Plan is super top-heavy) of Compensation.

     D.3.2  If a Participant also participates in another defined
contribution plan of the Company or an Affiliate, the minimum allocation
described above will be provided under the other plan or this Plan as elected
in Section II.A of the Addendum to the Adoption Agreement. If the Participant
also participates in one or more defined benefit plans of the Company or an
Affiliate, the minimum required benefits or allocations under Code Section
416 will be provided under either this Plan or the defined benefit plan as
elected in Section II.B of the Addendum to the Adoption Agreement. If a
Participant also participates in both another defined contribution plan of
the Company or an Affiliate and a defined benefit plan of the Company or an
Affiliate, the minimum required benefits or allocations under Code Section
416 will be provided as elected in Section II.C of the Addendum to the
Adoption Agreement.

     D.3.3  Neither Elective Deferrals nor Matching Contributions made on
behalf of Non-Key Employees may be used to satisfy the minimum contribution
requirement of this Section C.3.

D.4  MINIMUM VESTING


                                     C-6


<PAGE>

     For any Plan Year in which the Plan is top-heavy, and the Employer has
not elected either three year cliff vesting, immediate vesting, or any other
vesting schedule that would satisfy the requirements of Code Section 416(b)
under Section V of the Adoption Agreement, an active Participant's vested
interest in the Account Balance of his Employer Contribution Account, other
than amounts attributable to Qualified Matching Contributions and Qualified
Nonelective Contributions, as of the first day of the Plan Year, and as of
any future date while the Plan continues to be top-heavy, shall be no less
than as determined under the following table:

<TABLE>
<CAPTION>

                YEARS OF SERVICE                   VESTING PERCENTAGE
                ----------------                   ------------------

<S>                                               <C>
                Less than 2 years                        None
                2 but less than 3                         20%
                3 but less than 4                         40%
                4 but less than 5                         60%
                5 but less than 6                         80%
                6 years or more                          100%

</TABLE>

     Even if the Plan is subsequently determined to no longer be top-heavy,
the preceding vesting schedule shall be retained. The above minimum vesting
schedule applies to all benefits within the meaning of Code Section
411(a)(7), except those attributable to Employee contributions, including
benefits accrued before the Plan becomes top-heavy. Further, no decrease in a
Participant's nonforfeitable percentage may occur in the event the Plan's
status as a top-heavy plan changes for any Plan Year.

D.5  ADJUSTMENT TO MAXIMUM BENEFITS

     For any Plan Year in which the Plan is top-heavy, the maximum benefit
which may be provided under Appendix B is determined by substituting "1.00"
for "1.25" wherever it


                                     C-7


<PAGE>

appears in that Appendix. However, if the Plan is not super-heavy for that
Plan Year, then the preceding sentence does not apply if "4%" is substituted
for "3%" in Section C.3.1(b).

D.6  DISCONTINUANCE OF APPENDIX

     If any provision of this Appendix is no longer required to qualify the
Plan under the Code, then that provision will become void without the
necessity of further Plan amendment.


                                     C-8


<PAGE>


                                  APPENDIX E

                          DISTRIBUTION REQUIREMENTS

E.1  DEFINITIONS

     These terms have the following meanings in this Appendix:

     APPLICABLE LIFE EXPECTANCY: (a) The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of the Participant (or
the Participant's spouse) in the first Distribution Calendar Year, and the
life expectancy (or joint and last survivor expectancy) recalculated using
the employee's (and the spouse's) attained age as of the Participant's
birthday (and the surviving spouse's birthday) in each succeeding calendar
year, reduced by one for each calendar year which has elapsed since the date
life expectancy was first calculated.

     (b)  If the Beneficiary is not the Participant's spouse, the applicable
life expectancy for determining the minimum distribution for each
Distribution Calendar Year will be determined by recalculating the
Participant's life expectancy but not recalculating the Beneficiary's life
expectancy. Such applicable life expectancy is the joint life and last
survivor expectancy using the Participant's attained age as of the
Participant's birthday in the Distribution Calendar Year and an adjusted age
(within the meaning of Proposed Regulation Section 1.401(a)(9)-1, Q&A E-8)
for the Beneficiary.

     (c)  Life expectancy and joint and last survivor expectancy are computed
by use of the expected return multiples in Tables V and VI of Income Tax
Regulation Section 1.72-9.

     DISTRIBUTION CALENDAR YEAR: A calendar year for which a minimum
distribution is required. For distributions beginning before the
Participant's death, the first Distribution Calendar Year is the calendar
year immediately preceding the calendar year which contains the


                                       D-1
<PAGE>


Participant's Required Beginning Date. For a distribution beginning after a
Participant's death, the first distribution calendar year is the calendar
year in which distributions are required to begin pursuant to Section 5.3 of
the Plan.

     PARTICIPANT'S BENEFIT: (a) The Account Balances as of the last Valuation
Date in the Valuation Calendar Year increased by the amount of any
contributions allocated as of dates in the Valuation Calendar Year after the
Valuation Date and decreased by distributions made in the Valuation Calendar
Year after the Valuation Date.

     (b)  For purposes of paragraph (a) above, if any portion of the minimum
distribution for the first Distribution Calendar Year is made in the second
Distribution Calendar Year on or before the Required Beginning Date, the
amount of the minimum distribution made in the second Distribution Calendar
Year is treated as if it had been made in the immediately preceding
Distribution Year.

     REQUIRED BEGINNING DATE: The first day of April of the calendar year
following the calendar year in which the Participant attains age 70 1/2.

     VALUATION CALENDAR YEAR: The calendar year immediately preceding the
Distribution Calendar Year.

E.2  GENERAL RULES

     E.2.1  The requirements of this Appendix apply to any distribution of
the Participant's interest and take precedence over any inconsistent
provisions of this Plan.


                                       D-2
<PAGE>


     E.2.2  All distributions required under this Plan are determined and
made in accordance with the proposed regulations under Code Section 401(a)(9),
including the minimum distribution incidental benefit requirement of proposed
Treasury Regulation Section 1.401(a)(9)-2.

     E.2.3  The amount required to be distributed for each Distribution
Calendar Year must at least equal the quotient obtained by dividing the
Participant's Benefit by the lesser of (i) the Applicable Life Expectancy or
(ii) if the Participant's spouse is not the designated Beneficiary, the
applicable divisor determined from the table set forth in Q&A 4 of proposed
Treasury Regulation Section 1.401(a)(9)-2.

     E.2.4  The minimum distribution required for the Participant's first
Distribution Calendar Year must be made on or before the Participant's
Required Beginning Date. The minimum distribution for other calendar years,
including the minimum distribution for the Distribution Calendar Year in
which the Participant's Required Beginning Date occurs, must be made on or
before December 31 of that Distribution Calendar Year.

     E.2.5  If an amount is transferred or rolled over from another plan to
this Plan, the rules in Q&A J-2 and Q&A J-3 of proposed Treasury Regulation
Section 1.401(a)(9)-1 apply.

     E.2.6  The entire interest of a Participant must be distributed or begin
to be distributed not later than the Participant's Required Beginning Date.

     E.2.7  The life expectancy of a Participant and the Participant's spouse
shall be recalculated.


                                       D-3