EXHIBIT 10.4

                     V.I. CEMENT AND BUILDING PRODUCTS, INC.
                        401(K) RETIREMENT & SAVINGS PLAN


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                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION


2.1      TOP HEAVY PLAN REQUIREMENTS .......................................24
2.2      DETERMINATION OF TOP HEAVY STATUS .................................24
2.3      POWERS AND RESPONSIBILITIES OF THE EMPLOYER .......................28
2.4      DESIGNATION OF ADMINISTRATIVE AUTHORITY ...........................28
2.5      ALLOCATION AND DELEGATION OF RESPONSIBILITIES .....................29
2.6      POWERS AND DUTIES OF THE ADMINISTRATOR ............................29
2.7      RECORDS AND REPORTS ...............................................30
2.8      APPOINTMENT OF ADVISERS ...........................................30
2.9      INFORMATION FROM EMPLOYER .........................................31
2.10     PAYMENT OF EXPENSES ...............................................31
2.11     MAJORITY ACTIONS ..................................................31
2.12     CLAIMS PROCEDURE ..................................................31
2.13     CLAIMS REVIEW PROCEDURE ...........................................31

                                   ARTICLE III

                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY .........................................32
3.2      APPLICATION FOR PARTICIPATION .....................................32
3.3      EFFECTIVE DATE OF PARTICIPATION ...................................32


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3.4      DETERMINATION OF ELIGIBILITY ......................................33
3.5      TERMINATION OF ELIGIBILITY ........................................33
3.6      OMISSION OF ELIGIBLE EMPLOYEE .....................................33
3.7      INCLUSION OF INELIGIBLE EMPLOYEE ..................................34
3.8      ELECTION NOT TO PARTICIPATE .......................................34

                                   ARTICLE IV

                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION....................34
4.2      PARTICIPANT'S SALARY REDUCTION ELECTION ...........................35
4.3      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION ........................38
4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS...............39
4.5      ACTUAL DEFERRAL PERCENTAGE TESTS ..................................45
4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS . . ................47
4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS ..............................49
4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE.......................
         TESTS .............................................................52
4.9      MAXIMUM ANNUAL ADDITIONS ..........................................54
4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS..........................58
4.11     TRANSFERS FROM QUALIFIED PLANS ....................................59
4.12     DIRECTED INVESTMENT ACCOUNT .......................................60

                                    ARTICLE V

                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND .......................................61
5.2      METHOD OF VALUATION ...............................................61


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                                   ARTICLE VI

                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT .........................62
6.2      DETERMINATION OF BENEFITS UPON DEATH ..............................62
6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY ..................63
6.4      DETERMINATION OF BENEFITS UPON TERMINATION ........................64
6.5      DISTRIBUTION OF BENEFITS ..........................................67
6.6      DISTRIBUTION OF BENEFITS UPON DEATH ...............................72
6.7      TIME OF SEGREGATION OR DISTRIBUTION ...............................75
6.8      DISTRIBUTION FOR MINOR BENEFICIARY ................................75
6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN . . ................76
6.10     ADVANCE DISTRIBUTION FOR HARDSHIP .................................76
6.11     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION ...................77

                                   ARTICLE VII

                                     TRUSTEE

7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE .............................78
7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE .......................78
7.3      OTHER POWERS OF THE TRUSTEE .......................................79
7.4      DUTIES OF THE TRUSTEE REGARDING PAYMENTS ..........................81
7.5      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES .....................81
7.6      ANNUAL REPORT OF THE TRUSTEE ......................................82
7.7      AUDIT..............................................................82
7.8      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE ....................83
7.9      TRANSFER OF INTEREST ..............................................84
7.10     DIRECT ROLLOVER ...................................................84


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                                  ARTICLE VIII

                       AMENDMENT, TERMINATION AND MERGERS

8.1      AMENDMENT .........................................................85
8.2      TERMINATION .......................................................86
8.3      MERGER OR CONSOLIDATION ...........................................86

                                   ARTICLE IX

                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS ..............................................87
9.2      ALIENATION.........................................................87
9.3      CONSTRUCTION OF PLAN ..............................................87
9.4      GENDER AND NUMBER..................................................87
9.5      LEGAL ACTION ......................................................88
9.6      PROHIBITION AGAINST DIVERSION OF FUNDS ............................88
9.7      BONDING ...........................................................88
9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE ........................89
9.9      INSURER'S PROTECTIVE CLAUSE .......................................89
9.10     RECEIPT AND RELEASE FOR PAYMENTS ..................................89
9.11     ACTION BY THE EMPLOYER ............................................89
9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY.................89
9.13     HEADINGS ..........................................................90
9.14     APPROVAL BY INTERNAL REVENUE SERVICE ..............................90
9.15     UNIFORMITY ........................................................91

                                    ARTICLE X

                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS .......................................91


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10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS ...........................91
10.3     DESIGNATION OF AGENT ..............................................92
10.4     EMPLOYEE TRANSFERS ................................................92
10.5     PARTICIPATING EMPLOYER'S CONTRIBUTION .............................92
10.6     AMENDMENT .........................................................93
10.7     DISCONTINUANCE OF PARTICIPATION ...................................93
10.8     ADMINISTRATOR'S AUTHORITY .........................................93


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                     V.I. CEMENT AND BUILDING PRODUCTS, INC.
                        401(K) RETIREMENT & SAVINGS PLAN

         THIS AGREEMENT, hereby made and entered into this 1st day of January,
1996, by and between VI Cement and Building Products, Inc. (herein referred to
as the "Employer") and Donald L. Smith, Geoffrey L. Smith and Richard L. Hornsby
(herein referred to as the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Employer heretofore established a Profit Sharing Plan and
Trust effective 01/01/88, (hereinafter called the "Effective Date") known as
V.I. Cement and Building Products, Inc. 401(k) Retirement & Savings Plan (herein
referred to as the "Plan") in recognition of the contribution made to its
successful operation by its employees and for the exclusive benefit of its
eligible employees; and

         WHEREAS, under the terms of the Plan, the Employer has the ability to
amend the Plan, provided the Trustee joins in such amendment if the provisions
of the Plan affecting the Trustee are amended;

         NOW, THEREFORE, effective 01/01/96, except as otherwise provided, the
Employer and the Trustee in accordance with the provisions of the Plan
pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

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

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provisions of Section 2.2.

1.5 "Anniversary Date" means 1996.

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

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

1.8 "Compensation" with respect to any Participant means such Participant's
wages as defined in Code Section 3401(a) and all other payments of compensation
by the Employer (in the course of the Employer's trade or business) for a Plan
Year for which the Employer is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must 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 exception for agricultural labor in Code
Section 3401(a)(2)).

         For purposes of this Section, the determination of Compensation shall
be made BY:

         (a) including amounts which are contributed by the Employer pursuant to
         a salary reduction agreement and which are not includible in the gross
         income of the Participant under Code Sections 125, 402(e)(3),
         402(h)(1)(B), 403(b) or 457, and Employee contributions described in
         Code Section 414(h)(2) that are treated as Employer contributions.

         For a Participant's initial year of participation, Compensation shall
         be recognized as of such Employee's effective date of participation
         pursuant to Section 3.3.

Compensation in excess of $200,000 shall be disregarded. Such amount shall be;
adjusted at the same time and in such manner as permitted under Code Section
415(d), except that the dollar increase in effect on January 1 of any calendar
year shall be effective for the Plan Year beginning with or within such calendar
year and the first adjustment to the $200,000 limitation shall be effective on
January 1, 1990. For any short Plan Year the Compensation limit shall be an
amount equal to the Compensation limit for the calendar year in which the Plan
Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12). In applying this limitation, the
family group of a Highly Compensated Participant who is subject to the Family
Member aggregation rules of Code Section 414(q)(6) because such Participant is
either a "five percent owner" of the Employer or one of the ten (10) Highly
Compensated Employees paid the greatest "415 Compensation" during the year,
shall be treated

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as a single Participant, except that for this purpose Family Members shall
include only the affected Participant's spouse and any lineal descendants who
have not attained age nineteen (19) before the close of the year. If, as a
result of the application of such rules the adjusted $200,000 limitation is
exceeded, then the limitation shall be prorated among the affected Family
Members in proportion to each such Family Member's Compensation prior to the
application of this limitation, or the limitation shall be adjusted in
accordance with any other method permitted by Regulation. In addition to other
applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual Compensation of each Employee taken into account
under the Plan shall not exceed the OBRA '93 annual compensation limit. The OBRA
'93 annual compensation limit is $150,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with 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 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 determination periods 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.

If, as a result of such rules, the maximum "annual addition" limit of Section
4.9(a) would be exceeded for one or more of the affected Family Members, the
prorated Compensation of all affected Family Members shall be adjusted to avoid
or reduce any excess. The prorated Compensation of any affected Family Member
whose allocation would exceed the limit shall be adjusted downward to the level
needed to provide an allocation equal to such limit. The prorated Compensation
of affected Family Members not affected by such limit shall then be adjusted
upward on a pro rata basis not to exceed each such affected Family Member's
Compensation as determined prior to application of the Family Member rule. The
resulting allocation shall not exceed such individual's maximum "annual
addition" limit. If, after these adjustments, an "excess amount" still results,
such "excess amount"

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shall be disposed of in the manner described in Section 4.10(a) pro rata among
all affected Family Members.

For purposes of this Section, if the Plan is a plan described in Code Section
413(c) or 414(f) (a plan maintained by more than one Employer), the $200,000
limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

If, in connection with the adoption of this amendment and restatement, the
definition of Compensation has been modified, then, for Plan Years prior to the
Plan Year which includes the adoption date of this amendment and restatement,
Compensation means compensation determined pursuant to the Plan then in effect.

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

1.9 "Contract" or "Policy" means any life insurance policy, retirement income or
annuity policy, or annuity contract (group or individual) issued pursuant to the
terms of the Plan.

1.10 "Deferred Compensation" with respect to any Participant means the amount of
the Participant's total Compensation which has been contributed to the Plan in
accordance with the Participant's deferral election pursuant to Section 4.2
excluding any such amounts distributed as excess "annual additions" pursuant to
Section 4.10(a).

1.11 "Early Retirement Date." This Plan does not provide for a retirement date
prior to Normal Retirement Date.

1.12 "Elective Contribution" means the Employer's contributions to the Plan of
Deferred Compensation excluding any such amounts distributed as excess "annual
additions" pursuant to Section 4.10(a). In addition, any Employer Qualified
Non-Elective Contribution made pursuant to Section 4.1(c) and Section 4.6 shall
be considered an Elective Contribution for purposes of the Plan. Any such
contributions deemed to be Elective Contributions shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the discrimination requirements of Regulation 1.401(k)-l(b)(5), the
provisions of which are specifically incorporated herein by reference.

1.13 "Eligible Employee" means any Employee.

Employees whose employment is governed by the terms of a collective bargaining
agreement between Employee representatives (within the meaning of Code Section
7701(a)(46)) and the Employer under which retirement benefits were the subject
of good faith bargaining between the parties will not be eligible to participate
in this Plan unless such agreement expressly provides for coverage in this Plan
or two

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percent or more of the Employees of the Employer who are covered pursuant to
that agreement are professionals as defined in Regulation 1.410(b)-9.

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

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

1.15 "Employer" means VI Cement and Building Products, Inc. and any
Participating Employer (as defined in Section 10.1) which shall adopt this Plan;
any successor which shall maintain this Plan; and any predecessor which has
maintained this Plan. The Employer is a corporation, with principal offices in
the State of Florida.

1.16 "Excess Aggregate Contributions" means, with respect to any Plan Year, the
excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a).

1.17 "Excess Contributions" means, with respect to a Plan Year, the excess of
Elective Contributions made on behalf of Highly Compensated Participants for the
Plan Year over the maximum amount of such contributions permitted under Section
4.5(a). Excess Contributions shall be treated as an "annual addition" pursuant
to Section 4.9(b).

1.18 "Excess Deferred Compensation" means, with respect to any taxable year of a
Participant, the excess of the aggregate amount of such Participant's Deferred
Compensation and the elective deferrals pursuant to Section 4.2(f) actually made
on behalf of such Participant for such taxable year, over the dollar limitation
provided for in Code Section 402(g), which is incorporated herein by reference.
Excess Deferred Compensation shall be treated as an "annual addition" pursuant
to Section 4.9(b) when contributed to the Plan unless distributed to the
affected Participant not later than the first April 15th following the close of
the Participant's taxable year. Additionally, for purposes of Sections 2.2 and
4.4(g), Excess Deferred Compensation shall continue to be treated as Employer
contributions even if distributed pursuant to Section 4.2(f). However, Excess
Deferred Compensation of Non-Highly Compensated Participants is not taken into
account for purposes of Section 4.5(a) to the extent such

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Excess Deferred Compensation occurs pursuant to Section 4.2(d).

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

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

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

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

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

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

         Furthermore, for purposes of paragraph (a) above, in the case of a
         Terminated Participant whose Vested benefit is zero, such Terminated
         Participant shall be deemed to have received a distribution of his
         Vested benefit upon his termination of employment. Restoration of such
         amounts shall occur pursuant to Section 6.4(g)(2). In addition, the
         term Forfeiture shall also include amounts deemed to be Forfeitures
         pursuant to any other provision of this Plan.

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

1.24 "415 Compensation" with respect to any Participant means such Participant's
wages as defined in Code Section 3401(a) and all other payments of compensation
by the Employer (in the course of the Employer's trade or business) for a Plan
Year for which the Employer is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415 Compensation"
must be determined without regard to any rules under Code Section 3401(a) that
limit the remuneration included in wages based on the nature or

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location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

If, in connection with the adoption of this amendment and restatement, the
definition of "415 Compensation" has been modified, then, for Plan Years prior
to the Plan Year which includes the adoption date of this amendment and
restatement, "415 Compensation" means compensation determined pursuant to the
Plan then in effect.

1.25 "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year, except that "414(s) Compensation" shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant in the
Plan.

For purposes of this Section, the determination of "414(s) Compensation" shall
be made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457,
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions.

"414(s) Compensation" in excess of $200,000 shall be disregarded. Such amount
shall be adjusted at the same time and in such manner as permitted under Code
Section 415(d), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within such
calendar year and the first adjustment to the $200,000 limitation shall be
effective on January 1, 1990. For any short Plan Year the "414(s) Compensation"
limit shall be an amount equal to the "414(s) Compensation" limit for the
calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12). In
applying this limitation, the family group of a Highly Compensated Participant
who is subject to the Family Member aggregation rules of Code Section 414(q)(6)
because such Participant is either a "five percent owner" of the Employer or one
of the ten (10) Highly Compensated Employees paid the greatest "415
Compensation" during the year, shall be treated as a single Participant, except
that for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not attained age
nineteen (19) before the close of the year.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for

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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 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 determination periods 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.

If, in connection with the adoption of this amendment and restatement, the
definition of "414(s) Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "414(s) Compensation" means compensation determined pursuant to the
Plan then in effect.

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

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

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

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

         (d) Employees who during the "look-back year" were officers of the
         Employer (as that term is defined within the meaning of the Regulations
         under Code Section 416) and received "415 Compensation" during the
         "look-back year" from the Employer greater than 50 percent of the limit
         in effect under Code Section 415(b)(1)(A) for any such Plan Year. The
         number of officers shall

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         be limited to the lesser of (i) 50 employees; or (ii) the greater of 3
         employees or 10 percent of all employees. For the purpose of
         determining the number of officers, Employees described in Section
         1.56(a), (b), (c) and (d) shall be excluded, but such Employees shall
         still be considered for the purpose of identifying the particular
         Employees who are officers. If the Employer does not have at least one
         officer whose annual "415 Compensation" is in excess of 50 percent of
         the Code Section 415(b)(1)(A) limit, then the highest paid officer of
         the Employer will be treated as a Highly Compensated Employee.

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

         The "determination year" shall be the Plan Year for which testing is
         being performed, and the "look-back year" shall be the immediately
         preceding twelve-month period.

         For purposes of this Section, the determination of "415 Compensation"
         shall be made by including amounts which are contributed by the
         Employer pursuant to a salary reduction agreement and which are not
         includible in the gross income of the Participant under Code Sections
         125, 402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee contributions
         described in Code Section 414(h)(2) that are treated as Employer
         contributions. Additionally, the dollar threshold amounts specified in
         (b) and (c) above shall be adjusted at such time and in such manner as
         is provided in Regulations. In the case of such an adjustment, the
         dollar limits which shall be applied are those for the calendar year in
         which the "determination year" or "look-back year" begins.

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

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

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

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

Notwithstanding the above, (i) no more than 501 Hours of Service are required to
be credited to an Employee on account of any single continuous period during
which the

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

                                       16
<PAGE>



or medically related expenses incurred by the Employee.

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

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

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

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

                  (1) "Excess Deferred Compensation" for "excess amounts"; (2)
                  "taxable year of the Participant" for "applicable computation
                  period"; (3) "Deferred Compensation" for "Employer
                  contributions";
         and
                  (4) "Participant's Elective Account" for "account balance."

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

                  (1)   "Excess Contributions" for "excess amounts";
                  (2)   "Plan Year" for "applicable computation period";
                  (3)   "Elective Contributions" for "Employer contributions";
                         and
                  (4)   "Participant's Elective Account" for "account balance."

         (c)      For purposes of Section 4.8(a), by substituting:

                                       17
<PAGE>



                  (1) "Excess Aggregate Contributions" for "excess amounts;"
                  (2) "Plan Year" for "applicable computation period;"
                  (3) "Employer matching contributions made pursuant to Section
                  4.1(b) and any qualified non-elective contributions or
                  elective deferrals taken into account pursuant to Section
                  4.7(c)" for "Employer contributions;" and
                  (4) "Participant's Account" for "account balance."

         Income allocable to any distribution of Excess Deferred Compensation on
         or before the last day of the taxable year of the Participant shall be
         calculated from the first day of the taxable year of the Participant to
         the date on which the distribution is made pursuant to either the
         "fractional method" or the "safe harbor method." Under such "safe
         harbor method," allocable Income for such period shall be deemed to
         equal ten percent (10%) of the Income allocable to such Excess Deferred
         Compensation multiplied by the number of calendar months in such
         period. For purposes of determining the number of calendar months in
         such period, a distribution occurring on or before the fifteenth day of
         the month shall be treated as having been made on the last day of the
         preceding month and a distribution occurring after such fifteenth day
         shall be treated as having been made on the first day of the next
         subsequent month.

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

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

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

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

                                       18
<PAGE>



         the Employer.

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

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

For purposes of this Section, the determination of "415 Compensation" shall be
made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457,
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions.

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

1.34 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as

                                       19
<PAGE>



provided by the recipient employer. A Leased Employee shall not be considered an
Employee of the recipient:

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

                  (1) a non-integrated employer contribution rate of at least
                  10% of compensation, as defined in Code Section 415(c)(3), but
                  including amounts which are contributed by the Employer
                  pursuant to a salary reduction agreement and which are not
                  includible in the gross income of the Participant under Code
                  Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457, and
                  Employee contributions described in Code Section 414(h)(2)
                  that are treated as Employer contributions.

                  (2) immediate participation; and

                  (3) full and immediate vesting, and

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

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

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

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

1.38 "Normal Retirement Age" means the Participant's 65 birthday. A Participant
shall become fully Vested in his Participant's Account upon attaining his Normal
Retirement Age.

1.39 "Normal Retirement Date" means the first day of the month coinciding with
or next following the Participant's Normal Retirement Age.

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

                                       20
<PAGE>



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

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

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

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

A separate accounting shall be maintained with respect to that portion of the
Participant's Account attributable to Employer matching contributions made
pursuant to Section 4.1(b) and Employer discretionary contributions made
pursuant to Section 4.1(d).

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

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

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

1.46 "Plan Year" means the Plan's accounting year of twelve (12)

                                       21
<PAGE>



months commencing on January 1st of each year and ending the following December
31st.

1.47 "Pre-Retirement Survivor Annuity" is an immediate annuity for the life of
the Participant's spouse the payments under which must be equal to the amount of
benefit which can be purchased with the accounts of a Participant used to
provide the death benefit under the Plan.

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

In addition, the Employer's contributions to the Plan that are made pursuant to
Section 4.8(h) which are used to satisfy the "Actual Contribution Percentage"
tests shall be considered Qualified Non-Elective Contributions and be subject to
the provisions of Sections 4.2(b) and 4.2(c).

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

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

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

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

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

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

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

1.56 "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" (determined for this purpose in accordance with
Section 1.26) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless

                                       22
<PAGE>



such Leased Employees are covered by a plan described in Code Section 414(n)(5)
and are not covered in any qualified plan maintained by the Employer. Employees
who are non-resident aliens and who received no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer constituting United States
source income within the meaning of Code Section 861(a)(3) shall not be treated
as Employees. Additionally, for the purpose of determining the number of active
Employees in any year, the following additional Employees shall also be
excluded; however, such Employees shall still be considered for the purpose of
identifying the particular Employees in the Top Paid Group:

         (a) Employees with less than six (6) months of service;
         (b) Employees who normally work less than 17 1/2 hours per week;
         (c) Employees who normally work less than six (6) months during a year;
             and
         (d) Employees who have not yet attained age 21.

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

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

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

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

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

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

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

For purposes of eligibility for participation, the initial computation

                                       23
<PAGE>



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

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

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

Notwithstanding the foregoing, for any short Plan Year, the determination of
whether an Employee has completed a Year of Service shall be made in accordance
with Department of Labor regulation 2530.203-2(c). However, in determining
whether an Employee has completed a Year of Service for benefit accrual purposes
in the short Plan Year, the number of the Hours of Service required shall be
proportionately reduced based on the number of full months in the short Plan
Year.

Years of Service with Devoon International Corporation shall be recognized.

Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

 2.1     TOP HEAVY PLAN REQUIREMENTS

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

 2.2     DETERMINATION OF TOP HEAVY STATUS

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

                                       24
<PAGE>



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

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

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

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

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

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

                                       25
<PAGE>



                  (including the cash value of life insurance policies) of a
                  Participant's account balance because of death shall be
                  treated as a distribution for the purposes of this paragraph.

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

                  (5) with respect to unrelated rollovers and plan-to-plan
                  transfers (ones which are both initiated by the Employee and
                  made from a plan maintained by one employer to a plan
                  maintained by another employer), if this Plan provides the
                  rollovers or plan-to-plan transfers, it shall always consider
                  such rollovers or plan-to-plan transfers as a distribution for
                  the purposes of this Section. If this Plan is the plan
                  accepting such rollovers or plan-to-plan transfers, it shall
                  not consider such rollovers or plan-to-plan transfers as part
                  of the Participant's Aggregate Account balance.

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

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

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

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

                  In the case of a Required Aggregation Group, each plan in the

                                       26
<PAGE>



                  group will be considered a Top Heavy Plan if the Required
                  Aggregation Group is a Top Heavy Group. No plan in the
                  Required Aggregation Group will be considered a Top Heavy Plan
                  if the Required Aggregation Group is not a Top Heavy Group.

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

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

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

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

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

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

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

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

                                       27
<PAGE>



                  (2) the Aggregate Accounts of Key Employees under all defined
                  contribution plans included in the group,exceeds sixty percent
                  (60%) of a similar sum determined for all Participants.

 2.3     POWERS AND RESPONSIBILITIES OF THE EMPLOYER

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

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

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

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY

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

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

                                       28
<PAGE>



2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

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

2.6 POWERS AND DUTIES OF THE ADMINISTRATOR

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

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

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

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

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

                                       29
<PAGE>



         Trust;

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

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

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

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

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

         (i) to prepare and distribute to Employees a procedure for notifying
         Participants and Beneficiaries of their rights to elect joint and
         survivor annuities and Pre-Retirement Survivor Annuities as required by
         the Act and Regulations thereunder;

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

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

2.7 RECORDS AND REPORTS

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

2.8 APPOINTMENT OF ADVISERS

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

                                       30
<PAGE>



2.9 INFORMATION FROM EMPLOYER

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

2.10 PAYMENT OF EXPENSES

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

2.11 MAJORITY ACTIONS

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

2.12 CLAIMS PROCEDURE

Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.13 CLAIMS REVIEW PROCEDURE

Any Employee, former Employee, or Beneficiary of either, who has been denied a
benefit by a decision of the Administrator pursuant to Section 2.12 shall be
entitled to request the Administrator to give further consideration to his claim
by filing with the Administrator (on a form which may be obtained from the
Administrator) a request for a hearing. Such request, together with a written
statement of the reasons why the

                                       31
<PAGE>



claimant believes his claim should be allowed, shall be filed with the
Administrator no later than 60 days after receipt of the written notification
provided for in Section 2.12. The Administrator shall then conduct a hearing
within the next 60 days, at which the claimant may be represented by an attorney
or any other representative of his choosing and at which the claimant shall have
an opportunity to submit written and oral evidence and arguments in support of
his claim. At the hearing (or prior thereto upon 5 business days written notice
to the Administrator) the claimant or his representative shall have an
opportunity to review all documents in the possession of the Administrator which
are pertinent to the claim at issue and its disallowance. Either the claimant or
the Administrator may cause a court reporter to attend the hearing and record
the proceedings. In such event, a complete written transcript of the proceedings
shall be furnished to both parties by the court reporter. The full expense of
any such court reporter and such transcripts shall be borne by the party causing
the court reporter to attend the hearing. A final decision as to the allowance
of the claim shall be made by the Administrator within 60 days of receipt of the
appeal (unless there has been an extension of 60 days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the 60 day period). Such communication
shall be written in a manner calculated to be understood by the claimant and
shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

Any Eligible Employee who has completed one (1) Year of Service and has attained
age 21 shall be eligible to participate hereunder as of the date he has
satisfied such requirements. However, any Employee who was a Participant in the
Plan prior to the effective date of this amendment and restatement shall
continue to participate in the Plan. The Employer shall give each prospective
Eligible Employee written notice of his eligibility to participate in the Plan
prior to the close of the Plan Year in which he first becomes an Eligible
Employee.

3.2 APPLICATION FOR PARTICIPATION

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

3.3 EFFECTIVE DATE OF PARTICIPATION

                                       32
<PAGE>



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

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

3.4 DETERMINATION OF ELIGIBILITY

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

 3.5     TERMINATION OF ELIGIBILITY

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

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

3.6       OMISSION OF ELIGIBLE EMPLOYEE

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

                                       33
<PAGE>



provisions of the Code.

3.7 INCLUSION OF INELIGIBLE EMPLOYEE

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

3.8 ELECTION NOT TO PARTICIPATE

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

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

 4.1     FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

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

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

         (b) On behalf of each Participant who is eligible to share in matching
         contributions for the Plan Year, a matching contribution equal to 100%
         of each such Participant's Deferred Compensation, which amount shall be
         deemed an Employer's Non-Elective Contribution.

         Except, however, in applying the matching percentage specified above,
         only salary reductions up to 3% of Compensation shall be considered.

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

                                       34
<PAGE>



         (d) A discretionary amount, which amount shall be deemed an Employer's
         Non-Elective Contribution.

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

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

4.2 PARTICIPANT'S SALARY REDUCTION ELECTION

         (a) Each Participant may elect to defer from 1% to 20% of his
         Compensation which would have been received in the Plan Year, but for
         the deferral election. A deferral election (or modification of an
         earlier election) may not be made with respect to Compensation which is
         currently available on or before the date the Participant executed such
         election.

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

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

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

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

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

                  (3) the termination of the Plan without the establishment or
                  existence of a "successor plan," as that term is described in
                  Regulation 1.401(k)-l(d)(3);

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

                                       35
<PAGE>



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

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

         (d) For each Plan Year beginning after December 31, 1987, a
         Participant's Deferred Compensation made under this Plan and all other
         plans, contracts or arrangements of the Employer maintaining this Plan
         shall not exceed, during any taxable year of the Participant, the
         limitation imposed by Code Section 402(g), as in effect at the
         beginning of such taxable year. If such dollar limitation is exceeded,
         a Participant will be deemed to have notified the Administrator of such
         excess amount which shall be distributed in a manner consistent with
         Section 4.2(f). The dollar limitation shall be adjusted annually
         pursuant to the method provided in Code Section 415(d) in accordance
         with Regulations.

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

         (f) If a Participant's Deferred Compensation under this Plan together
         with any elective deferrals (as defined in Regulation 1.402(g)-l(b))
         under another qualified cash or deferred arrangement (as defined in
         Code Section 401(k)), a simplified employee pension (as defined in Code
         Section 408(k)), a salary reduction arrangement (within the meaning of
         Code Section 3121(a)(5)(D)), a deferred compensation plan under Code
         Section 457, or a trust described in Code Section 501(c)(18)
         cumulatively exceed the limitation imposed by Code Section 402(g) (as
         adjusted annually in accordance with the method provided in Code
         Section 415(d) pursuant to Regulations) for such Participant's taxable
         year, the Participant may, not later than March 1 following the close
         of the Participant's taxable year, notify the Administrator in writing
         of such excess and request that his Deferred Compensation under this
         Plan be reduced by an amount specified by the Participant. In such
         event, the Administrator may

                                       36
<PAGE>



         direct the Trustee to distribute such excess amount (and any Income
         allocable to such excess amount) to the Participant not later than the
         first April 15th following the close of the Participant's taxable year.
         Distributions in accordance with this paragraph may be made for any
         taxable year of the Participant which begins after December 31, 1986.
         Any distribution of less than the entire amount of Excess Deferred
         Compensation and Income shall be treated as a pro rata distribution of
         Excess Deferred Compensation and Income. The amount distributed shall
         not exceed the Participant's Deferred Compensation under the Plan for
         the taxable year. Any distribution on or before the last day of the
         Participant's taxable year must satisfy each of the following
         conditions:

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

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

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

         Any distribution made pursuant to this Section 4.2(f) shall be made
         first from unmatched Deferred Compensation and, thereafter,
         simultaneously from Deferred Compensation which is matched and matching
         contributions which relate to such Deferred Compensation. However, any
         such matching contributions which are not Vested shall be forfeited in
         lieu of being distributed.

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

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

         (i) All amounts allocated to a Participant's Elective Account may be
         treated as a Directed Investment Account pursuant to Section 4.12.

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

                                       37
<PAGE>



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

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

                  (2) A Participant may modify a prior election at any time
                  during the Plan Year and concurrently make a new election by
                  filing a written notice with the Administrator within a
                  reasonable time before the pay period for which such
                  modification is to be effective. Any modification shall not
                  have retroactive effect and shall remain in force until
                  revoked.

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

4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

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

However, Employer Elective Contributions accumulated through payroll

                                       38
<PAGE>



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

4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

         (a) The Administrator shall establish and maintain an account in the
         name of each Participant to which the Administrator shall credit as of
         each Anniversary Date all amounts allocated to each such Participant as
         set forth herein.

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

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

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

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

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

                  Any Participant actively employed during the Plan Year shall
                  be eligible to share in the Qualified Non-Elective
                  Contribution for the Plan Year.

                  (4) With respect to the Employer's Non-Elective Contribution
                  made pursuant to Section 4.1(d), to each Participant's Account
                  in the same proportion that each such Participant's
                  Compensation for the year bears to the total Compensation of

                                       39
<PAGE>



                  all Participants for such year.

                  Only Participants who have completed a Year of Service during
                  the Plan Year and are actively employed on the last day of the
                  Plan Year shall be eligible to share in the discretionary
                  contribution for the year. However, with respect to Plan Years
                  beginning after December 31, 1989, in lieu of the foregoing,
                  only Participants who are actively employed on the last day of
                  the Plan Year shall be eligible to share in the discretionary
                  contribution for the year.

         (c) As of each Anniversary Date any amounts which became Forfeitures
         since the last Anniversary Date shall first be made available to
         reinstate previously forfeited account balances of Former Participants,
         if any, in accordance with Section 6.4(g)(2). The remaining
         Forfeitures, if any, shall be allocated to Participants' Accounts in
         the following manner:

                  (1) Forfeitures attributable to Employer matching
                  contributions made pursuant to Section 4.1(b) shall be
                  allocated among the Participants' Accounts in the same
                  proportion that each such Participant's Compensation for the
                  year bears to the total Compensation of all Participants for
                  the year.

                  Except, however, Participants who are not eligible to share in
                  matching contributions (whether or not a deferral election was
                  made or suspended pursuant to Section 4.2(e)) for a Plan Year
                  shall not share in Plan Forfeitures attributable to Employer
                  matching contributions for that year.

                  (2) Forfeitures attributable to Employer discretionary
                  contributions made pursuant to Section 4.1(d) shall be
                  allocated among the Participants' Accounts of Participants
                  otherwise eligible to share in the allocation of discretionary
                  contributions for the year in the same proportion that each
                  such Participant's Compensation for the year bears to the
                  total Compensation of all such Participants for the year.

                  Provided, however, that in the event the allocation of
                  Forfeitures provided herein shall cause the "annual addition"
                  (as defined in Section 4.9) to any Participant's Account to
                  exceed the amount allowable by the Code, the excess shall be
                  reallocated in accordance with Section 4.10.

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

                                       40
<PAGE>



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

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

         Participants' transfers from other qualified plans deposited in the
         general Trust Fund shall share in any earnings and losses (net
         appreciation or net depreciation) of the Trust Fund in the same manner
         provided above. Each segregated account maintained on behalf of a
         Participant shall be credited or charged with its separate earnings and
         losses.

         (g) Minimum Allocations Required for Top Heavy Plan Years:
         Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
         the Employer's contributions and Forfeitures allocated to the
         Participant's Combined Account of each Non-Key Employee shall be equal
         to at least three percent (3%) of such Non-Key Employee's "415
         Compensation" (reduced by contributions and forfeitures, if any,
         allocated to each Non-Key Employee in any defined contribution plan
         included with this plan in a Required Aggregation Group). However, if
         (1) the sum of the Employer's contributions and Forfeitures allocated
         to the Participant's Combined Account of each Key Employee for such Top
         Heavy Plan Year is less than three percent (3%) of each Key Employee's
         "415 Compensation" and (2) this Plan is not required to be included in
         an Aggregation Group to enable a defined benefit plan to meet the
         requirements of Code Section 401(a)(4) or 410, the sum of the
         Employer's contributions and Forfeitures allocated to the Participant's
         Combined Account of each Non-Key Employee shall be equal to the largest
         percentage allocated to the Participant's Combined Account of any Key
         Employee. However, in determining whether a Non-Key Employee has
         received the required minimum allocation, such Non-Key Employee's
         Deferred Compensation and matching contributions needed to satisfy the
         "Actual Contribution Percentage" tests pursuant to Section 4.7(a) shall
         not be taken into account.

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

         (h) For any Plan Year when (1) the Plan is a Top Heavy Plan but not

                                       41
<PAGE>



         a Super Top Heavy Plan and (2) a Key Employee is a Participant in both
         this Plan and a defined benefit plan included in a Required Aggregation
         Group which is top heavy, the extra minimum allocation (required by
         Section 4.9(m) to provide higher limitations) shall be provided for
         each Non-Key Employee who is a Participant only in this Plan by
         substituting four percent (4%) for three percent (3%) in the paragraph
         above.

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

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

         (k) In lieu of the above, in any Plan Year in which a Non-Key Employee
         is a Participant in both this Plan and a defined benefit pension plan
         included in a Required Aggregation Group which is top heavy, the
         Employer shall not be required to provide such Non-Key Employee with
         both the full separate defined benefit plan minimum benefit and the
         full separate defined contribution plan minimum allocation.

         Therefore, for any Plan Year when (1) the Plan is a Top Heavy Plan but
         not a Super Top Heavy Plan, and (2) a Key Employee is a Participant in
         both this Plan and a defined benefit plan included in a Required
         Aggregation Group which is top heavy, a Non-Key Employee who is
         participating in this Plan and a defined benefit plan maintained by the
         Employer shall receive a minimum monthly accrued benefit in the defined
         benefit plan equal to the product of (1) one-twelfth (1/ 12th) of "415
         Compensation" averaged over the five (5) consecutive "limitation years"
         (or actual "limitation years," if less) which produce the highest
         average and (2) the lesser of (i) three percent (3%) multiplied by
         years of service when the plan is top heavy or (ii) thirty percent
         (30%). Further, the extra minimum allocation (required by Section
         4.9(m) to provide higher limitations) shall be provided.

         Except, however, in the event this Plan is a Super Top Heavy Plan, the
         three percent (3%) minimum accrual shall be reduced to two percent (2%)
         and 20% shall be substituted for 30% in the paragraph above.

                                       42
<PAGE>



         (l) For the purposes of this Section, "415 Compensation" shall be
         limited to $200,000. Such amount shall be adjusted at the same time and
         in the same manner as permitted under Code Section 415(d), except that
         the dollar increase in effect on January 1 of any calendar year shall
         be effective for the Plan Year beginning with or within such calendar
         year and the first adjustment to the $200,000 limitation shall be
         effective on January 1, 1990. For any short Plan Year the "415
         Compensation" limit shall be an amount equal to the "415 Compensation"
         limit for the calendar year in which the Plan Year begins multiplied by
         the ratio obtained by dividing the number of full months in the short
         Plan Year by twelve (12). However, for Plan Years beginning prior to
         January 1, 1989, the $200,000 limit shall apply only for Top Heavy Plan
         Years and shall not be adjusted.

         In addition to other applicable limitations set forth in the Plan, and
         notwithstanding any other provision of the Plan to the contrary, for
         Plan Years beginning on or after January 1, 1994, the annual
         Compensation of each Employee taken into account under the Plan shall
         not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
         compensation limit is $150,000, as adjusted by the Commissioner for
         increases in the cost of living in accordance with 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 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 determination periods
         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.

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

                                       43
<PAGE>



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

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

                  (2) one account representing his status in the Plan
                  attributable to postbreak service.

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

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

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

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

                                       44
<PAGE>



                  of the Plan Year.

                  (4) Notwithstanding the foregoing, for any Top Heavy Plan Year
                  beginning after December 31, 1992, if the portion of the Plan
                  which is not a Code Section 401(k) or 401(m) plan would fail
                  to satisfy Code Section 410(b) if the coverage tests were
                  applied by treating those Participants whose only allocation
                  (under such portion of the Plan) would otherwise be provided
                  under the top heavy formula as if they were not currently
                  benefiting under the Plan, then, for purposes of this Section
                  4.4(o), such Participants shall be treated as not benefiting
                  and shall therefore be eligible to be included in the expanded
                  class of Participants who will share in the allocation
                  provided under the Plan's non top heavy formula.

 4.5     ACTUAL DEFERRAL PERCENTAGE TESTS

         (a) Maximum Annual Allocation: For each Plan Year beginning after
         December 31, 1986, the annual allocation derived from Employer
         Elective Contributions to a Participant's Elective Account shall
         satisfy one of the following tests:

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

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

                  However, for Plan Years beginning after December 31, 1988, in
                  order to prevent the multiple use of the alternative method
                  described in (2) above and in Code Section 401(m)(9)(A), any
                  Highly Compensated Participant eligible to make elective
                  deferrals pursuant to Section 4.2 and to make Employee
                  contributions or to receive matching contributions under this
                  Plan or under any other plan maintained by the Employer or an
                  Affiliated Employer shall have his actual contribution ratio
                  reduced pursuant to Regulation 1.401(m)-2, the provisions of
                  which are incorporated herein by reference.

         (b) For the purposes of this Section "Actual Deferral Percentage"
         means, with respect to the Highly Compensated Participant group and
         Non-Highly Compensated Participant group for a Plan Year, the

                                       45
<PAGE>



         average of the ratios, calculated separately for each Participant in
         such group, of the amount of Employer Elective Contributions allocated
         to each Participant's Elective Account for such Plan Year, to such
         Participant's "414(s) Compensation" for such Plan Year. The actual
         deferral ratio for each Participant and the "Actual Deferral
         Percentage" for each group shall be calculated to the nearest
         one-hundredth of one percent for Plan Years beginning after December
         31, 1988. Employer Elective Contributions allocated to each Non-Highly
         Compensated Participant's Elective Account shall be reduced by Excess
         Deferred Compensation to the extent such excess amounts are made under
         this Plan or any other plan maintained by the Employer.

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

                  (1) The combined actual deferral ratio for the family group
                  (which shall be treated as one Highly Compensated Participant)
                  shall be determined by aggregating Employer Elective
                  Contributions and "414(s) Compensation" of all eligible Family
                  Members (including Highly Compensated Participants). However,
                  in applying the $200,000 limit to "414(s) Compensation," for
                  Plan Years beginning after December 31, 1988, Family Members
                  shall include only the affected Employee's spouse and any
                  lineal descendants who have not attained age 19 before the
                  close of the Plan Year. Notwithstanding the foregoing, with
                  respect to Plan Years beginning prior to January 1, 1990,
                  compliance with the Regulations then in effect shall be deemed
                  to be compliance with this paragraph.

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

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

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

                                       46
<PAGE>



         (e) For the purposes of this Section and Code Sections 401(a)(4),
         410(b) and 401(k), if two or more plans which include cash or deferred
         arrangements are considered one plan for the purposes of Code Section
         401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii) as in
         effect for Plan Years beginning after December 31, 1988), the cash or
         deferred arrangements included in such plans shall be treated as one
         arrangement. In addition, two or more cash or deferred arrangements may
         be considered as a single arrangement for purposes of determining
         whether or not such arrangements satisfy Code Sections 401(a)(4),
         410(b) and 401(k). In such a case, the cash or deferred arrangements
         included in such plans and the plans including such arrangements shall
         be treated as one arrangement and as one plan for purposes of this
         Section and Code Sections 401(a)(4), 410(b) and 401(k). Plans may be
         aggregated under this paragraph (e) for Plan Years beginning after
         December 31, 1989 only if they have the same plan year.

         Notwithstanding the above, for Plan Years beginning after December 31,
         1988, an employee stock ownership plan described in Code Section
         4975(e)(7) or 409 may not be combined with this Plan for purposes of
         determining whether the employee stock ownership plan or this Plan
         satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(k).

         (f) For the purposes of this Section, if a Highly Compensated
         Participant is a Participant under two or more cash or deferred
         arrangements (other than a cash or deferred arrangement which is part
         of an employee stock ownership plan as defined in Code Section
         4975(e)(7) or 409 for Plan Years beginning after December 31, 1988) of
         the Employer or an Affiliated Employer, all such cash or deferred
         arrangements shall be treated as one cash or deferred arrangement for
         the purpose of determining the actual deferral ratio with respect to
         such Highly Compensated Participant. However, for Plan Years beginning
         after December 31, 1988, if the cash or deferred arrangements have
         different plan years, this paragraph shall be applied by treating all
         cash or deferred arrangements ending with or within the same calendar
         year as a single arrangement.

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

In the event that the initial allocations of the Employer's Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a) for Plan Years beginning after December 31, 1986, the
Administrator shall adjust Excess Contributions pursuant to the options set
forth below:

         (a) On or before the fifteenth day of the third month following the end
         of each Plan Year, the Highly Compensated Participant having the
         highest actual deferral ratio shall have his portion of Excess
         Contributions distributed to him until one of the tests set forth

                                       47
<PAGE>



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

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

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

                      (ii) shall be made first from unmatched Deferred
                      Compensation and, thereafter, simultaneously from Deferred
                      Compensation which is matched and matching contributions
                      which relate to such Deferred Compensation. However, any
                      such matching contributions which are not Vested shall be
                      forfeited in lieu of being distributed;

                      (iii) shall be made from Qualified Non-Elective
                      Contributions only to the extent that Excess Contributions
                      exceed the balance in the Participant's Elective Account
                      attributable to Deferred Compensation;

                      (iv) shall be adjusted for Income; and

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

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

                  (3) The determination and correction of Excess Contributions
                  of a Highly Compensated Participant whose actual deferral
                  ratio is determined under the family aggregation rules shall
                  be accomplished by reducing the actual deferral ratio as
                  required herein, and the Excess Contributions for the family

                                       48
<PAGE>



                  unit shall then be allocated among the Family Members in
                  proportion to the Elective Contributions of each Family Member
                  that were combined to determine the group actual deferral
                  ratio. Notwithstanding the foregoing, with respect to Plan
                  Years beginning prior to January 1, 1990, compliance with the
                  Regulations then in effect shall be deemed to be compliance
                  with this paragraph.

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

         (c) If during a Plan Year the projected aggregate amount of Elective
         Contributions to be allocated to all Highly Compensated Participants
         under this Plan would, by virtue of the tests set forth in Section
         4.5(a), cause the Plan to fail such tests, then the Administrator may
         automatically reduce proportionately or in the order provided in
         Section 4.6(a) each affected Highly Compensated Participant's deferral
         election made pursuant to Section 4.2 by an amount necessary to satisfy
         one of the tests set forth in Section 4.5(a).

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

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

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

                  (2) the lesser of 200 percent of such percentage for the
                  Non-Highly Compensated Participant group, or such percentage
                  for the Non-Highly Compensated Participant group plus 2
                  percentage points. However, for Plan Years beginning after
                  December 31, 1988, to prevent the multiple use of the
                  alternative method described in this paragraph and Code
                  Section 401(m)(9)(A), any Highly Compensated Participant
                  eligible to make elective deferrals pursuant to Section 4.2 or
                  any other cash or deferred arrangement maintained by the
                  Employer or an Affiliated Employer and to make Employee
                  contributions or to receive matching contributions under this
                  Plan or under any other plan maintained by the Employer or an
                  Affiliated Employer shall have his actual contribution ratio
                  reduced pursuant to Regulation 1.401(m)-2. The provisions of

                                       49
<PAGE>



                  Code Section 401(m) and Regulations 1.401(m)-l(b) and
                  1.401(m)-2 are incorporated herein by reference.

         (b) For the purposes of this Section and Section 4.8, "Actual
         Contribution Percentage" for a Plan Year means, with respect to the
         Highly Compensated Participant group and Non-Highly Compensated
         Participant group, the average of the ratios (calculated separately
         for each Participant in each group) of:

                  (1) the sum of Employer matching contributions made pursuant
                  to Section 4.1(b) on behalf of each such Participant for such
                  Plan Year; to

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

         (c) For purposes of determining the "Actual Contribution Percentage"
         and the amount of Excess Aggregate Contributions pursuant to Section
         4.8(d), only Employer matching contributions (excluding Employer
         matching contributions forfeited or distributed pursuant to Sections
         4.2(f) and 4.6(a)(1) or forfeited pursuant to Section 4.8(a))
         contributed to the Plan prior to the end of the succeeding Plan Year
         shall be considered. In addition, the Administrator may elect to take
         into account, with respect to Employees eligible to have Employer
         matching contributions pursuant to Section 4.1(b) allocated to their
         accounts, elective deferrals (as defined in Regulation 1.402(g)-l(b))
         and qualified non-elective contributions (as defined in Code Section
         401(m)(4)(C)) contributed to any plan maintained by the Employer. Such
         elective deferrals and qualified non-elective contributions shall be
         treated as Employer matching contributions subject to Regulation
         1.401(m)-l(b)(5) which is incorporated herein by reference. However,
         for Plan Years beginning after December 31, 1988, the Plan Year must be
         the same as the plan year of the plan to which the elective deferrals
         and the qualified non-elective contributions are made.

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

                  (1) The combined actual contribution ratio for the family
                  group (which shall be treated as one Highly Compensated
                  Participant) shall be determined by aggregating Employer
                  matching contributions made pursuant to Section 4.1(b) and
                  "414(s) Compensation" of all eligible Family Members
                  (including Highly Compensated Participants). However, in
                  applying the $200,000 limit to "414(s) Compensation" for Plan
                  Years beginning after December 31, 1988, Family Members shall

                                       50
<PAGE>



                  include only the affected Employee's spouse and any lineal
                  descendants who have not attained age 19 before the close of
                  the Plan Year. Notwithstanding the foregoing, with respect to
                  Plan Years beginning prior to January 1, 1990, compliance with
                  the Regulations then in effect shall be deemed to be
                  compliance with this paragraph.

                  (2) The Employer matching contributions made pursuant to
                  Section 4.1(b) and "414(s) Compensation" of all Family Members
                  shall be disregarded for purposes of determining the "Actual
                  Contribution Percentage" of the NonHighly Compensated
                  Participant group except to the extent taken into account in
                  paragraph (1) above.

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

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

         Notwithstanding the above, for Plan Years beginning after December 31,
         1988, an employee stock ownership plan described in Code Section
         4975(e)(7) or 409 may not be aggregated with this Plan for purposes of
         determining whether the employee stock ownership plan or this Plan
         satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

         (f) If a Highly Compensated Participant is a Participant under two or
         more plans (other than an employee stock ownership plan as defined in
         Code Section 4975(e)(7) or 409 for Plan Years beginning after December
         31, 1988) which are maintained by the Employer or an Affiliated
         Employer to which matching contributions, Employee contributions, or
         both, are made, all such contributions on behalf of such Highly
         Compensated Participant shall be aggregated for

                                       51
<PAGE>



         purposes of determining such Highly Compensated Participant's actual
         contribution ratio. However, for Plan Years beginning after December
         31, 1988, if the plans have different plan years, this paragraph shall
         be applied by treating all plans ending with or within the same
         calendar year as a single plan.

         (g) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
         Participant and Non-Highly Compensated Participant shall include any
         Employee eligible to have Employer matching contributions pursuant to
         Section 4.1(b) (whether or not a deferral election was made or
         suspended pursuant to Section 4.2(e)) allocated to his account for the
         Plan Year.

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

         (a) In the event that, for Plan Years beginning after December 31,
         1986, the "Actual Contribution Percentage" for the Highly Compensated
         Participant group exceeds the "Actual Contribution Percentage" for the
         Non-Highly Compensated Participant group pursuant to Section 4.7(a),
         the Administrator (on or before the fifteenth day of the third month
         following the end of the Plan Year, but in no event later than the
         close of the following Plan Year) shall direct the Trustee to
         distribute to the Highly Compensated Participant having the highest
         actual contribution ratio, his Vested portion of Excess Aggregate
         Contributions (and Income allocable to such contributions) and, if
         forfeitable, forfeit such non-Vested Excess Aggregate Contributions
         attributable to Employer matching contributions (and Income allocable
         to such forfeitures) until either one of the tests set forth in Section
         4.7(a) is satisfied, or until his actual contribution ratio equals the
         actual contribution ratio of the Highly Compensated Participant having
         the second highest actual contribution ratio. This process shall
         continue until one of the tests set forth in Section 4.7(a) is
         satisfied.

         If the correction of Excess Aggregate Contributions attributable to
         Employer matching contributions is not in proportion to the Vested and
         nonVested portion of such contributions, then the Vested portion of the
         Participant's Account attributable to Employer matching contributions
         after the correction shall be subject to Section 6.5(h).

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

                                       52
<PAGE>



         are reduced pursuant to this Section.

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

         Forfeited matching contributions that are reallocated to Participants'
         Accounts for the Plan Year in which the forfeiture occurs shall be
         treated as an "annual addition" pursuant to Section 4.9(b) for the
         Participants to whose Accounts they are reallocated and for the
         Participants from whose Accounts they are forfeited.

         (d) For each Highly Compensated Participant, the amount of Excess
         Aggregate Contributions is equal to the Employer matching contributions
         made pursuant to Section 4.1(b) and any qualified non-elective
         contributions or elective deferrals taken into account pursuant to
         Section 4.7(c) on behalf of the Highly Compensated Participant
         (determined prior to the application of this paragraph) minus the
         amount determined by multiplying the Highly Compensated Participant's
         actual contribution ratio (determined after application of this
         paragraph) by his "414(s) Compensation." The actual contribution ratio
         must be rounded to the nearest one-hundredth of one percent for Plan
         Years beginning after December 31, 1988. In no case shall the amount of
         Excess Aggregate Contribution with respect to any Highly Compensated
         Participant exceed the amount of Employer matching contributions made
         pursuant to Section 4.1(b) and any qualified non-elective contributions
         or elective deferrals taken into account pursuant to Section 4.7(c) on
         behalf of such Highly Compensated Participant for such Plan Year.

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

         (f) If the determination and correction of Excess Aggregate
         Contributions of a Highly Compensated Participant whose actual
         contribution ratio is determined under the family aggregation rules,
         then the actual contribution ratio shall be reduced and the Excess
         Aggregate Contributions for the family unit shall be allocated among
         the Family Members in proportion to the sum of Employer matching
         contributions made pursuant to Section 4.1(b) and any qualified
         nonelective contributions or elective deferrals taken into account
         pursuant to Section 4.7(c) of each Family Member that were combined to
         determine the group actual contribution ratio. Notwithstanding the
         foregoing, with respect to Plan Years beginning prior to January 1,
         1990, compliance with the Regulations then in

                                       53
<PAGE>



         effect shall be deemed to be compliance with this paragraph.

         (g) If during a Plan Year the projected aggregate amount of Employer
         matching contributions to be allocated to all Highly Compensated
         Participants under this Plan would, by virtue of the tests set forth in
         Section 4.7(a), cause the Plan to fail such tests, then the
         Administrator may automatically reduce proportionately or in the order
         provided in Section 4.8(a) each affected Highly Compensated
         Participant's projected share of such contributions by an amount
         necessary to satisfy one of the tests set forth in Section 4.7(a).

         (h) Notwithstanding the above, within twelve (12) months after the end
         of the Plan Year, the Employer may make a special Qualified
         Non-Elective Contribution on behalf of Non-Highly Compensated
         Participants in an amount sufficient to satisfy one of the tests set
         forth in Section 4.7(a). Such contribution shall be allocated to the
         Participant's Elective Account of each Non-Highly Compensated
         Participant in the same proportion that each Non-Highly Compensated
         Participant's Compensation for the year bears to the total Compensation
         of all Non-Highly Compensated Participants. A separate accounting shall
         be maintained for the purpose of excluding such contributions from the
         "Actual Deferral Percentage" tests pursuant to Section 4.5(a).

4.9 MAXIMUM ANNUAL ADDITIONS

         (a) Notwithstanding the foregoing, the maximum "annual additions"
         credited to a Participant's accounts for any "limitation year" shall
         equal the lesser of: (1) $30,000 (or, if greater, one-fourth of the
         dollar limitation in effect under Code Section 415(b)(1)(A)) or (2)
         twenty-five percent (25%) of the Participant's "415 Compensation" for
         such "limitation year." For any short "limitation year," the dollar
         limitation in (1) above shall be reduced by a fraction, the numerator
         of which is the number of full months in the short "limitation year"
         and the denominator of which is twelve (12).

         (b) For purposes of applying the limitations of Code Section 415,
         "annual additions" means the sum credited to a Participant's accounts
         for any "limitation year" of (1) Employer contributions, (2) Employee
         contributions, (3) forfeitures, (4) amounts allocated, after March 31,
         1984, to an individual medical account, as defined in Code Section
         415(1)(2) which is part of a pension or annuity plan maintained by the
         Employer and (5) amounts derived from contributions paid or accrued
         after December 31, 1985, in taxable years ending after such date, which
         are attributable to post-retirement medical benefits allocated to the
         separate account of a key employee (as defined in Code Section
         419A(d)(3)) under a welfare benefit plan (as defined in Code Section
         419(e)) maintained by the Employer. Except, however, the "415
         Compensation" percentage

                                       54
<PAGE>



         limitation referred to in paragraph (a)(2) above shall not apply to:
         (1) any contribution for medical benefits (within the meaning of Code
         Section 419A(f)(2)) after separation from service which is otherwise
         treated as an "annual addition," or (2) any amount otherwise treated as
         an "annual addition" under Code Section 415(1)(1).

         (c) For purposes of applying the limitations of Code Section 415, the
         transfer of funds from one qualified plan to another is not an "annual
         addition." In addition, the following are not Employee contributions
         for the purposes of Section 4.9(b)(2): (1) rollover contributions (as
         defined in Code Sections 402(a)(5), 403(a)(4), 403(b)(8) and
         408(d)(3)); (2) repayments of loans made to a Participant from the
         Plan; (3) repayments of distributions received by an Employee pursuant
         to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
         distributions received by an Employee pursuant to Code Section
         411(a)(3)(D) (mandatory contributions); and (5) Employee contributions
         to a simplified employee pension excludable from gross income under
         Code Section 408(k)(6).

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

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

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

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

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

                                       55
<PAGE>



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

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

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

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

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

         Notwithstanding the above, if the Participant was a Participant as of
         the first day of the first "limitation year" beginning after December
         31, 1986, in one or more defined benefit plans maintained by the
         Employer which were in existence on May 6, 1986, the

                                       56
<PAGE>



         denominator of this fraction will not be less than 125 percent of the
         sum of the annual benefits under such plans which the Participant had
         accrued as of the close of the last "limitation year" beginning before
         January 1, 1987, disregarding any changes in the terms and conditions
         of the plan after May 5, 1986. The preceding sentence applies only if
         the defined benefit plans individually and in the aggregate satisfied
         the requirements of Code Section 415 for all "limitation years"
         beginning before January 1, 1987.

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

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

         (m) Notwithstanding the foregoing, for any "limitation year" in
         which the Plan is a Top Heavy Plan, 100 percent shall be

                                       57
<PAGE>



         substituted for 125 percent in Sections 4.9(k) and 4.9(1) unless the
         extra minimum allocation is being provided pursuant to Section 4.4.
         However, for any "limitation year" in which the Plan is a Super Top
         Heavy Plan, 100 percent shall be substituted for 125 percent in any
         event.

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

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

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

         (a) If, as a result of the allocation of Forfeitures, a reasonable
         error in estimating a Participant's Compensation, a reasonable error in
         determining the amount of elective deferrals (within the meaning of
         Code Section 402(g)(3)) that may be made with respect to any
         Participant under the limits of Section 4.9 or other facts and
         circumstances to which Regulation 1.415-6(b)(6) shall be applicable,
         the "annual additions" under this Plan would cause the maximum "annual
         additions" to be exceeded for any Participant, the Administrator shall
         (1) distribute any elective deferrals (within the meaning of Code
         Section 402(g)(3)) or return any voluntary Employee contributions
         credited for the "limitation year" to the extent that the return would
         reduce the "excess amount" in the Participant's accounts (2) hold any
         "excess amount" remaining after the return of any elective deferrals or
         voluntary Employee contributions in a "Section 415 suspense account"
         (3) use the "Section 415 suspense account" in the next "limitation
         year" (and succeeding "limitation years" if necessary) to reduce
         Employer contributions for that Participant if that Participant is
         covered by the Plan as of the end of the "limitation year," or if the
         Participant is not so covered, allocate and reallocate the "Section 415
         suspense account" in the next "limitation year" (and succeeding
         "limitation years" if necessary) to all Participants in the Plan before
         any Employer or Employee contributions which would constitute "annual
         additions" are made to the Plan for such "limitation year" (4) reduce
         Employer contributions to the Plan for such "limitation year" by the
         amount of the "Section 415 suspense account" allocated and reallocated
         during such "limitation year."

         (b) For purposes of this Article, "excess amount" for any
         Participant for a "limitation year" shall mean the excess, if any,

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<PAGE>



         of (1) the "annual additions" which would be credited to his account
         under the terms of the Plan without regard to the limitations of Code
         Section 415 over (2) the maximum "annual additions" determined pursuant
         to Section 4.9.

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

4.11 TRANSFERS FROM QUALIFIED PLANS

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

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

         (c) Except as permitted by Regulations (including Regulation
         1.411(d)4), amounts attributable to elective contributions (as defined
         in Regulation 1.401(k)-l(g)(3)), including amounts treated as elective
         contributions, which are transferred from another qualified plan in a
         plan-to-plan transfer shall be subject to the distribution limitations
         provided for in Regulation 1.401(k)-l(d).

         (d) At Normal Retirement Date, or such other date when the Participant
         or his Beneficiary shall be entitled to receive benefits, the fair
         market value of the Participant's Rollover Account shall be used to
         provide additional benefits to the Participant or his Beneficiary. Any
         distributions of amounts held in a Participant's Rollover Account shall
         be made in a manner which is consistent with and satisfies the
         provisions of Section 6.5, including, but not limited to, all notice
         and consent requirements of Code Sections 417 and 41 l(a)(^) and the
         Regulations thereunder. Furthermore, such amounts shall be considered
         as part of a Participant's benefit in determining whether an
         involuntary cash-out of benefits without Participant consent may be
         made.

         (e) The Administrator may direct that employee transfers made after a
         valuation date be segregated into a separate account for each
         Participant in a federally insured savings account, certificate of

                                       59
<PAGE>



         deposit in a bank or savings and loan association, money market
         certificate, or other short term debt security acceptable to the
         Trustee until such time as the allocations pursuant to this Plan have
         been made, at which time they may remain segregated or be invested as
         part of the general Trust Fund, to be determined by the Administrator.

         (f) All amounts allocated to a Participant's Rollover Account may be
         treated as a Directed Investment Account pursuant to Section 4.12.

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

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

         (i) Notwithstanding anything herein to the contrary, a transfer
         directly to this Plan from another qualified plan (or a transaction
         having the effect of such a transfer) shall only be permitted if it
         will not result in the elimination or reduction of any "Section 41
         l(d)(6) protected benefit" as described in Section 8.1.

4.12 DIRECTED INVESTMENT ACCOUNT

         (a) The Administrator, in his sole discretion, may determine that
         all Participants be permitted to direct the Trustee as to the
         investment of all or a portion of the interest in any one or more
         of their individual account balances. If such authorization is

                                       60
<PAGE>



         given, Participants may, subject to a procedure established by the
         Administrator and applied in a uniform nondiscriminatory manner, direct
         the Trustee in writing to invest any portion of their account in
         specific assets, specific funds or other investments permitted under
         the Plan and the directed investment procedure. That portion of the
         account of any Participant so directing will thereupon be considered a
         Directed Investment Account, which shall not share in Trust Fund
         earnings.

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

                                    ARTICLE V
                                   VALUATIONS

 5.1     VALUATION OF THE TRUST FUND

The Administrator shall direct the Trustee, as of each Anniversary Date, and at
such other date or dates deemed necessary by the Administrator, herein called
"valuation date," to determine the net worth of the assets comprising the Trust
Fund as it exists on the "valuation date." In determining such net worth, the
Trustee shall value the assets comprising the Trust Fund at their fair market
value as of the "valuation date" and shall deduct all expenses for which the
Trustee has not yet obtained reimbursement from the Employer or the Trust Fund.

5.2 METHOD OF VALUATION

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

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                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

Every Participant may terminate his employment with the Employer and retire for
the purposes hereof on his Normal Retirement Date. However, a Participant may
postpone the termination of his employment with the Employer to a later date, in
which event the participation of such Participant in the Plan, including the
right to receive allocations pursuant to Section 4.4, shall continue until his
Late Retirement Date. Upon a Participant's Retirement Date or attainment of his
Normal Retirement Date without termination of employment with the Employer, or
as soon thereafter as is practicable, the Trustee shall distribute all amounts
credited to such Participant's Combined Account in accordance with Section 6.5.

6.2 DETERMINATION OF BENEFITS UPON DEATH

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

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

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

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

                                       62
<PAGE>



                  (l) the Participant and his spouse have validly waived the
                  Pre-Retirement Survivor Annuity in the manner prescribed in
                  Section 6.6, and the spouse has waived his or her right to be
                  the Participant's Beneficiary, or

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

                  (3) the Participant has no spouse, or

                  (4) the spouse cannot be located.

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

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

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

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

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

                                       63
<PAGE>



         distribution is made to the Terminated Participant.

         Distribution of the funds due to a Terminated Participant shall be made
         on the occurrence of an event which would result in the distribution
         had the Terminated Participant remained in the employ of the Employer
         (upon the Participant's death, Total and Permanent Disability or Normal
         Retirement). However, at the election of the Participant, the
         Administrator shall direct the Trustee to cause the entire Vested
         portion of the Terminated Participant's Combined Account to be payable
         to such Terminated Participant. Any distribution under this paragraph
         shall be made in a manner which is consistent with and satisfies the
         provisions of Section 6.5, including, but not limited to, all notice
         and consent requirements of Code Sections 417 and 41 l(a)(l 1) and the
         Regulations thereunder.

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

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

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

         according to the following schedule:

                                         Vesting Schedule
                           Years of Service                Percentage
                           Less than 3                          0%
                               3                               20%
                               4                               40%
                               5                               60%
                               6                               80%
                               7                              100%

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

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                                       Vesting Schedule
                          Years of Service               Percentage
                            Less than 2                     0%
                                2                          20%
                                3                          40%
                                4                          60%
                                5                          80%
                                6                         100%

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

         (d) Notwithstanding the vesting schedule above, the Vested percentage
         of a Participant's Account shall not be less than the Vested percentage
         attained as of the later of the effective date or adoption date of this
         amendment and restatement.

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

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

                  (1) the adoption date of the amendment,

                  (2) the effective date of the amendment, or

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

         (g)      (l) If any Former Participant shall be reemployed by the

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<PAGE>



                  Employer before a l-Year Break in Service occurs, he shall
                  continue to participate in the Plan in the same manner as if
                  such termination had not occurred.

                  (2) If any Former Participant shall be reemployed by the
                  Employer before five (5) consecutive l-Year Breaks in Service,
                  and such Former Participant had received, or was deemed to
                  have received, a distribution of his entire Vested interest
                  prior to his reemployment, his forfeited account shall be
                  reinstated only if he repays the full amount distributed to
                  him before the earlier of five (5) years after the first date
                  on which the Participant is subsequently reemployed by the
                  Employer or the close of the first period of five (5)
                  consecutive l-Year Breaks in Service commencing after the
                  distribution, or in the event of a deemed distribution, upon
                  the reemployment of such Former Participant. In the event the
                  Former Participant does repay the full amount distributed to
                  him, or in the event of a deemed distribution, the
                  undistributed portion of the Participant's Account must be
                  restored in full, unadjusted by any gains or losses occurring
                  subsequent to the Anniversary Date or other valuation date
                  coinciding with or preceding his termination. The source for
                  such reinstatement shall first be any Forfeitures occurring
                  during the year. If such source is insufficient, then the
                  Employer shall contribute an amount which is sufficient to
                  restore any such forfeited Accounts provided, however, that if
                  a discretionary contribution is made for such year pursuant to
                  Section 4.1(d), such contribution shall first be applied to
                  restore any such Accounts and the remainder shall be allocated
                  in accordance with Section 4.4.

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

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

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

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<PAGE>



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

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

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

 6.5     DISTRIBUTION OF BENEFITS

         (a)      (l) Unless otherwise elected as provided below, a
                  Participant who is married on the "annuity starting date"
                  and who does not die before the "annuity starting date"
                  shall receive the value of all of his benefits in the form
                  of a joint and survivor annuity. The joint and survivor
                  annuity is an annuity that commences immediately and shall
                  be equal in value to a single life armuity. Such joint and
                  survivor benefits following the Participant's death shall
                  continue to the spouse during the spouse's lifetime at a
                  rate equal to 50% of the rate at which such benefits were
                  payable to the Participant. This joint and 50% survivor
                  annuity shall be considered the designated qualified joint
                  and survivor annuity and automatic form of payment for the
                  purposes of this Plan. However, the Participant may elect to
                  receive a smaller annuity benefit with continuation of
                  payments to the spouse at a rate of seventy-five percent
                  (75%) or one hundred percent (100%) of the rate payable to a
                  Participant during his lifetime, which alternative joint and
                  survivor annuity shall be equal in value to the automatic
                  joint and 50% survivor annuity. An unmarried Participant
                  shall receive the value of his benefit in the form of a life
                  annuity. Such unmarried Participant, however, may elect in
                  writing to waive the life annuity. The election must comply
                  with the provisions of this Section as if it were an
                  election to waive the joint and survivor annuity by a
                  married Participant, but without the spousal consent
                  requirement. The Participant may elect to have any annuity
                  provided for in this Section distributed upon the attainment
                  of the "earliest retirement age" under the Plan. The
                  "earliest retirement age" is the earliest date on which,

                                       67
<PAGE>



                  under the Plan, the Participant could elect to receive
                  retirement benefits.

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

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

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

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

                           (i) the terms and conditions of the joint and
                               survivor annuity, and

                           (ii) the Participant's right to make, and the effect
                                of, an election to waive the joint and survivor
                                annuity, and

                           (iii) the right of the Participant's spouse to
                                 consent

                                       68
<PAGE>



                                 to any election to waive the joint and
                                survivor annuity, and

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

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

                  (1) One lump-sum payment in cash;

                  (2) Payments over a period certain in monthly, quarterly,
                  semiannual, or annual cash installments. In order to provide
                  such installment payments, the Administrator may (A) segregate
                  the aggregate amount thereof in a separate, federally insured
                  savings account, certificate of deposit in a bank or savings
                  and loan association, money market certificate or other liquid
                  shortterm security or (B) purchase a nontransferable annuity
                  contract for a term certain (with no life contingencies)
                  providing for such payment. The period over which such payment
                  is to be made shall not extend beyond the Participant's life
                  expectancy (or the life expectancy of the Participant and his
                  designated Beneficiary).

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

         (c) The present value of a Participant's joint and survivor annuity
         derived from Employer and Employee contributions may not be paid
         without his written consent if the value exceeds, or has ever exceeded,
         $3,500 at the time of any prior distribution. Further, the spouse of a
         Participant must consent in writing to any immediate distribution. If
         the value of the Participant's benefit derived from Employer and
         Employee contributions does not exceed $3,500 and has never exceeded
         $3,500 at the time of any prior distribution, the Administrator may
         immediately distribute such benefit without such Participant's consent.
         No distribution may be made under the preceding sentence after the
         "annuity starting date" unless the Participant and his spouse consent
         in writing to such distribution. Any written consent required under

                                       69
<PAGE>



         this paragraph must be obtained not more than 90 days before
         commencement of the distribution and shall be made in a manner
         consistent with Section 6.5(a)(2).

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

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

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

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

                  (4) Written consent of the Participant to the distribution
                  must not be made before the Participant receives the notice
                  and must not be made more than 90 days before the "annuity
                  starting date".

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

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

                  (1) A Participant's benefits shall be distributed to him not
                  later than April 1st of the calendar year following the later
                  of (i) the calendar year in which the Participant attains age
                  70 1/2 or (ii) the calendar year in which the Participant
                  retires, provided, however, that this clause (ii) shall not
                  apply in the case of a Participant who is a "five (5) percent
                  owner" at any time during the five (5)

                                       70
<PAGE>



                  Plan Year period ending in the calendar year in which he
                  attains age 70 1/2 or, in the case of a Participant who
                  becomes a "five (5) percent owner" during any subsequent Plan
                  Year, clause (ii) shall no longer apply and the required
                  beginning date shall be the April 1st of the calendar year
                  following the calendar year in which such subsequent Plan Year
                  ends. Alternatively, distributions to a Participant must begin
                  no later than the applicable April 1st as determined under the
                  preceding sentence and must be made over the life of the
                  Participant (or the lives of the Participant and the
                  Participant's designated Beneficiary) or the life expectancy
                  of the Participant (or the life expectancies of the
                  Participant and his designated Beneficiary) in accordance with
                  Regulations. Notwithstanding the foregoing, clause (ii) above
                  shall not apply to any Participant unless the Participant had
                  attained age 70 1/2 before January 1, 1988 and was not a "five
                  (5) percent owner" at any time during the Plan Year ending
                  with or within the calendar year in which the Participant
                  attained age 66 1/2 or any subsequent Plan Year.

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

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

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

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

         (h) If a distribution is made at a time when a Participant is not fully
         Vested in his Participant's Account (employment has not terminated) and
         the Participant may increase the Vested

                                       71
<PAGE>



         percentage in such account:

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

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

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

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

6.6 DISTRIBUTION OF BENEFITS UPON DEATH

         (a) Unless otherwise elected as provided below, a Vested Participant
         who dies before the annuity starting date and who has a surviving
         spouse shall have his death benefit paid to his surviving spouse in the
         form of a Pre-Retirement Survivor Annuity. The Participant's spouse may
         direct that payment of the Pre-Retirement Survivor Annuity commence
         within a reasonable period after the Participant's death. If the spouse
         does not so direct, payment of such benefit will commence at the time
         the Participant would have attained the later of his Normal Retirement
         Age or age 62. However, the spouse may elect a later commencement date.
         Any distribution to the Participant's spouse shall be subject to the
         rules specified in Section 6.6(g).

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

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

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<PAGE>



         separates from service prior to the beginning of the election period,
         the election period shall begin on the date of such separation from
         service.

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

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

                  (2) A reasonable period after the individual becomes a
                  Participant;

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

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

                  (5) A reasonable period after separation from service in the
                  case of a Participant who separates before attaining age 35.
                  For this purpose, the Administrator must provide the
                  explanation beginning one year before the separation from
                  service and ending one year after such separation. If such a
                  Participant thereafter returns to employment with the
                  Employer, the applicable period for such Participant shall be
                  redetermined.

                  For purposes of applying this Section 6.6(d), a reasonable
                  period ending after the enumerated events described in
                  paragraphs (2), (3) and (4) is the end of the two year period
                  beginning one year prior to the date the applicable event
                  occurs, and ending one year after that date.

         (e) If the present value of the Pre-Retirement Survivor Annuity derived
         from Employer and Employee contributions does not exceed $3,500 and has
         never exceeded $3,500 at the time of any prior distribution, the
         Administrator shall direct the immediate distribution of such amount to
         the Participant's spouse. No distribution may be made under the
         preceding sentence after the annuity starting date unless the spouse
         consents in writing. If the value exceeds, or has ever exceeded, $3,500
         at the time of any prior distribution, an immediate distribution of the
         entire

                                       73
<PAGE>



         amount may be made to the surviving spouse, provided such surviving
         spouse consents in writing to such distribution. Any written consent
         required under this paragraph must be obtained not more than 90 days
         before commencement of the distribution and shall be made in a manner
         consistent with Section 6.5(a)(2).

         (f)      (l) In the event the death benefit is not paid in the form of
                  a PreRetirement Survivor Annuity, it shall be paid to the
                  Participant's Beneficiary by either of the following methods,
                  as elected by the Participant (or if no election has been made
                  prior to the Participant's death, by his Beneficiary), subject
                  to the rules specified in Section 6.6(g):

                           (i) One lump-sum payment in cash;

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

                  (2) In the event the death benefit payable pursuant to Section
                  6.2 is payable in installments, then, upon the death of the
                  Participant, the Administrator may direct the Trustee to
                  segregate the death benefit into a separate account, and the
                  Trustee shall invest such segregated account separately, and
                  the funds accumulated in such account shall be used for the
                  payment of the installments.

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

         However, in the event that the Participant's spouse (determined
         as of the date of the Participant's death) is his Beneficiary,

                                       74
<PAGE>



         then in lieu of the preceding rules, distributions must be made over
         the life of the spouse (or over a period not extending beyond the life
         expectancy of the spouse) and must commence on or before the later of:

                  (1) December 31st of the calendar year immediately following
                  the calendar year in which the Participant died; or

                  (2) December 31 st of the calendar year in which the
                  Participant would have attained age 70 1/2. If the surviving
                  spouse dies before distributions to such 4 spouse begin, then
                  the 5-year distribution requirement of this Section shall
                  apply as if the spouse was the Participant.

         (h) For purposes of this Section, the life expectancy of a Participant
         and a Participant's spouse (other than in the case of a life annuity)
         may, at the election of the Participant or the Participant's spouse, be
         redetermined in accordance with regulations. The election, once made,
         shall be irrevocable. If no election is made by the time distributions
         must commence, then the life expectancy of the Participant and the
         Participant's spouse shall not be subject to recalculation. Life
         expectancy and joint and last survivor expectancy shall be computed
         using the return multiples in Tables V and VI of Regulation 1.72-9.

6.7 TIME OF SEGREGATION OR DISTRIBUTION

Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to make a
distribution or to commence a series of payments on or as of an Anniversary
Date, the distribution may be made or begun on such date or as soon thereafter
as is practicable. However, unless a Former Participant elects in writing to
defer the receipt of benefits (such election may not result in a death benefit
that is more than incidental), the payment of benefits shall begin not later
than the 60th day after the close of the Plan Year in which the latest of the
following events occurs:

         (a)the date on which the Participant attains the earlier of age
         65 or the Normal Retirement Age specified herein;

         (b) the 10th anniversary of the year in which the Participant
         commenced participation in the Plan; or

         (c) the date the Participant terminates his service with the
         Employer.

6.8 DISTRIBUTION FOR MINOR BENEFICIARY

In the event a distribution is to be made to a minor, then the Administrator may
direct that such distribution be paid to the legal guardian, or if none, to a
parent of such Beneficiary or a responsible adult with whom the Beneficiary
maintains his residence, or to the custodian for such Beneficiary under the
Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the
laws of the state in

                                       75
<PAGE>



which said Beneficiary resides. Such a payment to the legal guardian, custodian
or parent of a minor Beneficiary shall fully discharge the Trustee, Employer,
and Plan from further liability on account thereof.

6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

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

6.10 ADVANCE DISTRIBUTION FOR HARDSHIP

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

                  (1) Expenses for medical care described in Code Section 213(d)
                  previously incurred by the Participant, his spouse, or any of
                  his dependents (as defined in Code Section 152) or necessary
                  for these persons to obtain medical care;

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

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

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

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

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                  (1) The distribution is not in excess of the amount of the
                  immediate and heavy financial need of the Participant. The
                  amount of the immediate and heavy financial need may include
                  any amounts necessary to pay any federal, state, or local
                  income taxes or penalties reasonably anticipated to result
                  from the distribution;

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

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

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

         (c) Notwithstanding the above, for Plan Years beginning after December
         31, 1988, distributions from the Participant's Elective Account
         pursuant to this Section shall be limited, as of the date of
         distribution, to the Participant's Elective Account as of the end of
         the last Plan Year ending before July 1, 1989, plus the total
         Participant's Deferred Compensation after such date, reduced by the
         amount of any previous distributions pursuant to this Section.

         (d) Any distribution made pursuant to this Section shall be made in a
         manner which is consistent with and satisfies the provisions of Section
         6.5, including, but not limited to, all notice and consent requirements
         of Code Sections 417 and 41 l(a)(l 1) and the Regulations thereunder.

6.11 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

All rights and benefits, including elections, provided to a Participant in this
Plan shall be subject to the rights afforded to any "alternate payee" under a
"qualified domestic relations order."

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Furthermore, a distribution TO AN "ALTERNATE PAYEE" shall be permitted if such
distribution is authorized by a "qualified domestic relations order," even if
the affected Participant has not separated from service and has not reached the
"earliest retirement age" under the Plan. For the purposes of this Section,
"alternate payee," "qualified domestic relations order" and "earliest retirement
age" shall have the meaning set forth under Code Section 414(p).

                                   ARTICLE VII
                                     TRUSTEE

 7.1     BASIC RESPONSIBILITIES OF THE TRUSTEE

The Trustee shall have the following categories of responsibilities:

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

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

         (c) To maintain records of receipts and disbursements and furnish to
         the Employer and/or Administrator for each Plan Year a written annual
         report per Section 7.6; and

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

7.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

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

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

7.3 OTHER POWERS OF THE TRUSTEE

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

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

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

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

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

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

         (f) To keep such portion of the Trust Fund in cash or cash

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         balances as the Trustee may, from time to time, deem to be in the best
         interests of the Plan, without liability for interest thereon;

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

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

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

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

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

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

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

         (n) To invest in shares of investment companies registered under
         the Investment Company Act of 1940;

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

         (p) To deposit monies in federally insured savings accounts or

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         certificates of deposit in banks or savings and loan associations;

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

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

         (s) Directed Investment Account. The powers granted to the Trustee
         shall be exercised in the sole fiduciary discretion of the Trustee.
         However, if Participants are so empowered by the Administrator, each
         Participant may direct the Trustee to separate and keep separate all or
         a portion of his account; and further each Participant is authorized
         and empowered, in his sole and absolute discretion, to give directions
         to the Trustee pursuant to the procedure established by the
         Administrator and in such form as the Trustee may require concerning
         the investment of the Participant's Directed Investment Account. The
         Trustee shall comply as promptly as practicable with directions given
         by the Participant hereunder. The Trustee may refuse to comply with any
         direction from the Participant in the event the Trustee, in its sole
         and absolute discretion, deems such directions improper by virtue of
         applicable law. The Trustee shall not be responsible or liable for any
         loss or expense which may result from the Trustee's refusal or failure
         to comply with any directions from the Participant. Any costs and
         expenses related to compliance with the Participant's directions shall
         be borne by the Participant's Directed Investment Account.

7.4 DUTIES OF THE TRUSTEE REGARDING PAYMENTS

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

7.5 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

The Trustee shall be paid such reasonable compensation as shall from time to
time be agreed upon in writing by the Employer and the Trustee. An individual
serving as Trustee who already receives full-time pay from the Employer shall
not receive compensation from the Plan. In addition, the Trustee shall be
reimbursed for any

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reasonable expenses, including reasonable counsel fees incurred by it as
Trustee. Such compensation and expenses shall be paid from the Trust Fund unless
paid or advanced by the Employer. All taxes of any kind and all kinds whatsoever
that may be levied or assessed under existing or future laws upon, or in respect
of, the Trust Fund or the income thereof, shall be paid from the Trust Fund.

7.6 ANNUAL REPORT OF THE TRUSTEE

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

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

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

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

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

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

 7.7     AUDIT

         (a) If an audit of the Plan's records shall be required by the Act and
         the regulations thereunder for any Plan Year, the Administrator shall
         direct the Trustee to engage on behalf of all Participants an
         independent qualified public accountant for that purpose. Such
         accountant shall, after an audit of the books and records of the Plan
         in accordance with generally accepted auditing standards, within a
         reasonable period after the close of the Plan Year, furnish to the
         Administrator and the Trustee a

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         report of his audit setting forth his opinion as to whether any
         statements, schedules or lists that are required by Act Section 103 or
         the Secretary of Labor to be filed with the Plan's annual report, are
         presented fairly in conformity with generally accepted accounting
         principles applied consistently. All auditing and accounting fees shall
         be an expense of and may, at the election of the Administrator, be paid
         from the Trust Fund.

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

7.8 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

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

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

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

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

         (e) Whenever any Trustee hereunder ceases to serve as such, he shall
         furnish to the Employer and Administrator a written statement of
         account with respect to the portion of the Plan Year

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         during which he served as Trustee. This statement shall be either
                  (i) included as part of the annual statement of account for
                  the Plan Year required under Section 7.6 or

                  (ii) set forth in a special statement. Any such special
                  statement of account should be rendered to the Employer no
                  later than the due date of the annual statement of account for
                  the Plan Year. The procedures set forth in Section 7.6 for the
                  approval by the Employer of annual statements of account shall
                  apply to any special statement of account rendered hereunder
                  and approval by the Employer of any such special statement in
                  the manner provided in Section 7.6 shall have the same effect
                  upon the statement as the Employer's approval of an annual
                  statement of account. No successor to the Trustee shall have
                  any duty or responsibility to investigate the acts or
                  transactions of any predecessor who has rendered all
                  statements of account required by Section 7.6 and this
                  subparagraph.

7.9 TRANSFER OF INTEREST

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

7.10 DIRECT ROLLOVER

         (a) This Section applies to distributions made on or after January 1,
         1993. Notwithstanding any provision of the Plan to the contrary that
         would otherwise limit a distributee's election under this Section, a
         distributed may elect, at the time and in the manner prescribed by the
         Plan Administrator, to have any portion of an eligible rollover
         distribution paid directly to an eligible retirement plan specified by
         the distributed in a direct rollover.

         (b) For purposes of this Section the following definitions shall
         apply:

                  (1) An eligible rollover distribution is any distribution of
                  all or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  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

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                  designated beneficiary, or for a specified period of ten 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).

                  (2) An eligible retirement plan is 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
                  tNSt 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.

                  (3) A distributes includes 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 regard to the interest of the spouse or
                  former spouse.

                  (4) A direct rollover is a payment by the plan to the
                  eligible retirement plan specified by the distributed

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

 8.1     AMENDMENT

         (a) The Employer shall have the right at any time to amend the Plan,
         subject to the limitations of this Section. Any such amendment shall be
         adopted by formal action of the Employer's board of directors and
         executed by an officer authorized to act on behalf of the Employer.
         However, any amendment which affects the rights, duties or
         responsibilities of the Trustee and Administrator may only be made with
         the Trustee's and Administrator's written consent. Any such amendment
         shall become effective as provided therein upon its execution. The
         Trustee shall not be required to execute any such amendment unless the
         Tmst provisions contained herein are a part of the Plan and the
         amendment affects the duties of the Trustee hereunder.

         (b) No amendment to the Plan shall be effective if it authorizes or
         permits any part of the Tmst Fund (other than such part as is required
         to pay taxes and administration expenses) to be used for or diverted to
         any purpose other than for the exclusive benefit

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         of the Participants or their Beneficiaries or estates; or causes any
         reduction in the amount credited to the account of any Participant; or
         causes or permits any portion of the Tmst Fund to revert to or become
         property of the Employer.

         (c) Except as permitted by Regulations, no Plan amendment or
         transaction having the effect of a Plan amendment (such as a merger,
         plan transfer or similar transaction) shall be effective to the extent
         it eliminates or reduces any "Section 41 l(d)(6) protected benefit" or
         adds or modifies conditions relating to "Section 41 l(d)(6) protected
         benefits" the result of which is a further restriction on such benefit
         unless such protected benefits are preserved with respect to benefits
         accrued as of the later of the adoption date or effective date of the
         amendment. "Section 41 l(d)(6) protected benefits" are benefits
         described in Code Section 41 l(d)(6)(A), early retirement benefits and
         retirement-type subsidies, and optional forms of benefit.

 8.2     TERMINATION

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

         (b) Upon the full termination of the Plan, the Employer shall direct
         the distribution of the assets of the Tmst Fund to Participants in a
         manner which is consistent with and satisfies the provisions of Section
         6.5. Distributions to a Participant shall be made in cash or through
         the purchase of irrevocable nontransferable deferred commitments from
         an insurer. Except as permitted by Regulations, the termination of the
         Plan shall not result in the reduction of "Section 41 l(d)(6) protected
         benefits" in accordance with Section 8.1(c).

 8.3     MERGER OR CONSOLIDATION

This Plan and Trust may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan and tNSt only if the benefits
which would be received by a Participant of this Plan, in the event of a
termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 41 l(d)(6) protected
benefits" in accordance with Section 8.1(c).

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                                   ARTICLE IX
                                  MISCELLANEOUS

9.1 PARTICIPANT'S RIGHTS

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

9.2 ALIENATION

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

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

9.3     CONSTRUCTION OF PLAN

This Plan and Tmst shall be constmed and enforced according to the Act and the
laws of the State of Florida, other than its laws respecting choice of law, to
the extent not preempted by the Act.

9.4 GENDER AND NUMBER

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

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be constmed as though they were also used in the other form in all cases where
they would so apply.

9.5 LEGAL ACTION

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

9.6 PROHIBITION AGAINST DIVERSION OF FUNDS

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

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

 9.7     BONDING

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

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cost of such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Tmst Fund or by the Employer.

9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

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

9.9 INSURER'S PROTECTIVE CLAUSE

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

9.10 RECEIPT AND RELEASE FOR PAYMENTS

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

9.11 ACTION BY THE EMPLOYER

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

9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

The "named Fiduciaries" of this Plan are (1) the Employer, (2) the Administrator
and (3) the Trustee. The named Fiduciaries shall have only those specific
powers, duties, responsibilities, and obligations as are specifically given them
under the Plan. In general, the Employer shall have the sole responsibility for
making the contributions provided for under Section 4. 1; and shall have the
sole

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

9.13 HEADINGS

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

9.14 APPROVAL BY INTERNAL REVENUE SERVICE

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

         (b) Notwithstanding any provisions to the contrary, except Sections
         3.6, 3.7, and 4.1(f), any contribution by the Employer to the Tmst Fund
         is conditioned upon the deductibility of the contribution by the
         Employer under the Code and, to the extent any such deduction is
         disallowed, the Employer may, within one (1) year following the
         disallowance of the deduction, demand

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         repayment of such disallowed contribution and the Trustee shall return
         such contribution within one (1) year following the disallowance.
         Earnings of the Plan attributable to the excess contribution may not be
         returned to the Employer, but any losses attributable thereto must
         reduce the amount so returned.

9.15 UNIFORMITY

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

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1 ADOPTION BY OTHER EMPLOYERS

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

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

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

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

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

         (d) All rights and values forfeited by termination of employment shall
         inure only to the benefit of the Participants of the Employer or
         Participating Employer by which the forfeiting Participant was
         employed, except if the Forfeiture is for an Employee whose Employer is
         an Affiliated Employer, then said

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

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

10.3 DESIGNATION OF AGENT

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

10.4 EMPLOYEE TRANSFERS

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

10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION

Any contribution subject to allocation during each Plan Year shall be allocated
only among those Participants of the Employer or Participating Employer making
the contribution, except if the contribution is made by an Affiliated Employer,
in which event such contribution shall be allocated among all Participants of
all Participating Employers who are Affiliated Employers in accordance with the
provisions of this Plan. On the basis of the information furnished by the
Administrator, the Trustee shall keep separate books and records concerning the
affairs of each Participating Employer

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hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular Participating Employer is the interested Employer
hereunder, but in the event of an Employee transfer from one Participating
Employer to another, the employing Employer shall immediately notify the Trustee
thereof.

10.6 AMENDMENT

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

10.7 DISCONTINUANCE OF PARTICIPATION

Any Participating Employer shall be permitted to discontinue or revoke its
participation in the Plan. At the time of any such discontinuance or revocation,
satisfactory evidence thereof and of any applicable conditions imposed shall be
delivered to the Trustee. The Trustee shall thereafter transfer, deliver and
assign Contracts and other Tmst Fund assets allocable to the Participants of
such Participating Employer to such new Trustee as shall have been designated by
such Participating Employer, in the event that it has established a separate
pension plan for its Employees, provided however, that no such transfer shall be
made if the result is the elimination or reduction of any "Section 41 l(d)(6)
protected benefits" in accordance with Section 8.1(c). If no successor is
designated, the Trustee shall retain such assets for the Employees of said
Participating Employer pursuant to the provisions of Article VII hereof. In no
such event shall any part of the corpus or income of the Tmst as it relates to
such Participating Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating Employer.

10.8 ADMINISTRATOR'S AUTHORITY

The Administrator shall have authority to make any and all necessary Ales or
regulations, binding upon all Participating Employers and all Participants, to
effectuate the purpose of this Article.

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

                                     VI Cement and Building Products, Inc.



                                     By    /S/ DONALD L. SMITH, JR.
                                           ----------------------------
                                              EMPLOYER

                                     ATTEST /S/ BEVERLY E. ZIROLLA
                                           ----------------------------
                                         /S/ DONALD L. SMITH, JR.

                                     TRUSTEE

                                      /S/ RICHARD L. HORNSBY
                                     ----------------------------
                                     TRUSTEE

                                     /S/ GEOFFREY L. SMITH
                                     ----------------------------
                                     TRUSTEE



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