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                                                                EXHIBIT 10(m)

                         PUTNAM BASIC PLAN DOCUMENT #07

                                TABLE OF CONTENTS

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<S>           <C>                                                                         <C>
ARTICLE 1.    INTRODUCTION .............................................................   1

ARTICLE 2.    DEFINITIONS ..............................................................   2
2.1.          Account ..................................................................   2
2.2.          Affiliated Employer ......................................................   2
2.3.          Authorized Leave of Absence ..............................................   2
2.4.          Base Contribution Percentage .............................................   2
2.5.          Beneficiary ..............................................................   2
2.6.          CODA .....................................................................   2
2.7.          Code .....................................................................   2
2.8.          Compensation .............................................................   2
2.9.          Date of Employment .......................................................   3
2.10.         Deductible Employee Contribution Account .................................   3
2.11.         Disabled .................................................................   3
2.12.         Earned Income ............................................................   3
2.13.         Earnings .................................................................   3
2.14.         Effective Date ...........................................................   3
2.15.         Eligibility Period .......................................................   3
2.16.         Employee .................................................................   4
2.17.         Employer .................................................................   4
2.18.         Employer Contribution Account ............................................   4
2.19.         Employer Stock ...........................................................   4
2.20.         ERISA ....................................................................   4
2.21.         Excess Earnings ..........................................................   4
2.22.         Forfeiture ...............................................................   4
2.23.         Hour of Service ..........................................................   4
2.24.         Integration Level ........................................................   5
2.25.         Investment Company .......................................................   5
2.26.         Investment Company Shares ................................................   6
2.27.         Investment Products ......................................................   6
2.28.         Leased Employee ..........................................................   6
2.29.         One-Year Eligibility Break ...............................................   6
2.30.         One-Year Vesting Break ...................................................   6
2.31.         Owner-Employee ...........................................................   6
2.32.         Participant ..............................................................   6
2.33.         Participant Contribution .................................................   6
2.34.         Participant Contribution Account .........................................   6
2.35.         Plan .....................................................................   7
2.36.         Plan Administrator .......................................................   7
2.37.         Plan Agreement ...........................................................   7
2.38.         Plan Year ................................................................   7
2.39.         Profit Sharing Contribution ..............................................   7
2.40.         Putnam ...................................................................   7
2.41.         Qualified Domestic Relations Order .......................................   7
2.42.         Qualified Participant ....................................................   7
2.43.         Recordkeeper .............................................................   7
2.44.         Retirement ...............................................................   7
2.45.         Rollover Account .........................................................   7
2.46.         Self-Employed Individual .................................................   7
2.47.         Shareholder-Employee .....................................................   7


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2.48.         Social Security Wage Base ................................................   8
2.49.         Trust & Trust Fund .......................................................   8
2.50.         Trustee ..................................................................   8
2.51.         Valuation Date ...........................................................   8
2.52.         Year of Service ..........................................................   8
2.53.         Deferral Agreement .......................................................   8
2.54.         Elective Deferral ........................................................   8
2.55.         Elective Deferral Account ................................................   8
2.56.         Employer Matching Account ................................................   8
2.57.         Employer Matching Contribution ...........................................   9
2.58.         Highly Compensated Employee ..............................................   9
2.59.         Non-Highly Compensated Employee ..........................................  10
2.60.         Qualified Matching Account ...............................................  11
2.61.         Qualified Matching Contribution ..........................................  11
2.62.         Qualified Non-elective Contribution ......................................  11
2.63.         Qualified Non-elective Contribution Account ..............................  11

ARTICLE 3.    PARTICIPATION ............................................................  12
3.1.          Initial Participation ....................................................  12
3.2.          Special Participation Rule ...............................................  12
3.3.          Resumed Participation ....................................................  12
3.4.          Benefits for Owner-Employees .............................................  13
3.5.          Changes in Classification ................................................  13

ARTICLE 4.    CONTRIBUTIONS ............................................................  14
4.1.          Provisions Applicable to All Plans .......................................  14
4.2.          Provisions Applicable Only to Profit Sharing Plans .......................  14
4.3.          Provisions Applicable Only to Money Purchase Pension Plans ...............  17
4.4.          Forfeitures ..............................................................  18
4.5.          Rollover Contributions ...................................................  18
4.6.          Participant Contributions ................................................  19
4.7.          No Deductible Employee Contributions .....................................  19

ARTICLE 5.    CASH OR DEFERRED ARRANGEMENT UNDER SECTION 401(k) (CODA) .................  20
5.1.          Applicability; Allocations ...............................................  20
5.2.          CODA Participation .......................................................  20
5.3.          Annual Limit on Elective Deferrals .......................................  20
5.4.          Distribution of Certain Elective Deferrals ...............................  20
5.5.          Satisfaction of ADP and ACP Tests ........................................  21
5.6.          Actual Deferral Percentage Test Limit ....................................  21
5.7.          Distribution of Excess Contributions .....................................  23
5.8.          Matching Contributions ...................................................  23
5.9.          Recharacterization of Excess Contributions ...............................  23
5.10.         Average Contribution Percentage Test Limit and Aggregate Limit ...........  24
5.11.         Distribution of Excess Aggregate Contributions ...........................  26
5.12.         Qualified Nonelective Contributions; Qualified Matching Contributions ....  26
5.13.         Restriction on Distributions .............................................  26
5.14.         Forfeitures of Employer Matching Contributions ...........................  27
5.15.         Special Effective Dates ..................................................  27

ARTICLE 6.    LIMITATIONS ON ALLOCATIONS ...............................................  28
6.1.          No Additional Plan .......................................................  28
6.2.          Additional Master or Prototype Plan ......................................  28
6.3.          Additional Non-Master or Non-Prototype Plan ..............................  29
6.4.          Additional Defined Benefit Plan ..........................................  29
6.5.          Definitions ..............................................................  30

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ARTICLE 7.    ELIGIBILITY FOR DISTRIBUTION OF BENEFITS .................................  33
7.1.          Retirement ...............................................................  33
7.2.          Death ....................................................................  33
7.3.          Other Termination of Employment ..........................................  33

ARTICLE 8.    VESTING ..................................................................  34
8.1.          Vested Balance ...........................................................  34
8.2.          Vesting of Accounts of Returned Former Employees..........................  34
8.3.          Forfeiture of Non-Vested Amounts .........................................  35
8.4.          Special Rule in the Event of a Withdrawal ................................  35
8.5.          Vesting Election .........................................................  36

ARTICLE 9.    PAYMENT OF BENEFITS ......................................................  37
9.1.          Distribution of Accounts .................................................  37
9.2.          Restriction on Immediate Distributions ...................................  37
9.3.          Optional Forms of Distribution ...........................................  38
9.4.          Distribution Procedure ...................................................  38
9.5.          Lost Distributee .........................................................  39
9.6.          Direct Rollovers .........................................................  39
9.7.          Distributions Required by a Qualified Domestic Relations Order ...........  39

ARTICLE 10.   JOINT AND SURVIVOR ANNUITY REQUIREMENTS ..................................  40
10.1.         Applicability ............................................................  40
10.2.         Qualified Joint and Survivor Annuity .....................................  40
10.3.         Qualified Preretirement Survivor Annuity .................................  40
10.4.         Definitions ..............................................................  41
10.5.         Notice Requirements ......................................................  42
10.6.         Transitional Rules .......................................................  42

ARTICLE 11.   MINIMUM DISTRIBUTION REQUIREMENTS ........................................  44
11.1.         General Rules ............................................................  44
11.2.         Required Beginning Date ..................................................  44
11.3.         Limits on Distribution Periods ...........................................  44
11.4.         Determination of Amount to Be Distributed Each Year ......................  45
11.5.         Death Distribution Provisions ............................................  46
11.6.         Transitional Rule ........................................................  47

ARTICLE 12.   WITHDRAWALS AND LOANS ....................................................  48
12.1.         Withdrawals from Participant Contribution and Rollover Accounts ..........  48
12.2.         Withdrawals on Account of Hardship .......................................  48
12.3.         Withdrawals After Reaching Age 59 1/2 ....................................  49
12.4.         Other Withdrawals ........................................................  49
12.5.         Loans ....................................................................  49
12.6.         Procedure; Amount Available ..............................................  51
12.7.         Protected Benefits .......................................................  51
12.8.         Restrictions Concerning Transferred Assets ...............................  51

ARTICLE 13.   TRUST FUND AND INVESTMENTS ...............................................  52
13.1.         Establishment of Trust Fund ..............................................  52
13.2.         Management of Trust Fund .................................................  52
13.3.         Investment Instructions ..................................................  52
13.4.         Valuation of the Trust Fund ..............................................  54
13.5.         Distributions on Investment Company Shares ...............................  54
13.6.         Registration and Voting of Investment Company Shares .....................  54
13.7.         Investment Manager .......................................................  54
13.8.         Employer Stock ...........................................................  54

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13.9.         Insurance Contracts ......................................................  56
13.10.        Registration and Voting of Non-Putnam Investment Company Shares ..........  57

ARTICLE 14.   TOP-HEAVY PLANS ..........................................................  58
14.1.         Superseding Effect .......................................................  58
14.2.         Definitions ..............................................................  58
14.3.         Minimum Allocation .......................................................  60
14.4.         Adjustment of Fractions ..................................................  60
14.5.         Minimum Vesting Schedules ................................................  60

ARTICLE 15.   ADMINISTRATION OF THE PLAN ...............................................  62
15.1.         Plan Administrator .......................................................  62
15.2.         Claims Procedure .........................................................  62
15.3.         Employer's Responsibilities ..............................................  62
15.4.         Recordkeeper .............................................................  63
15.5.         Prototype Plan ...........................................................  63

ARTICLE 16.   TRUSTEE ..................................................................  64
16.1.         Powers and Duties of the Trustee .........................................  64
16.2.         Limitation of Responsibilities ...........................................  65
16.3.         Fees and Expenses ........................................................  65
16.4.         Reliance on Employer .....................................................  65
16.5.         Action Without Instructions ..............................................  65
16.6.         Advice of Counsel ........................................................  65
16.7.         Accounts .................................................................  65
16.8.         Access to Records ........................................................  66
16.9.         Successors ...............................................................  66
16.10.        Persons Dealing with Trustee .............................................  66
16.11.        Resignation and Removal; Procedure .......................................  66
16.12.        Action of Trustee Following Resignation or Removal .......................  66
16.13.        Effect of Resignation or Removal .........................................  66
16.14.        Fiscal Year of Trust .....................................................  67
16.15.        Limitation of Liability ..................................................  67
16.16.        Indemnification ..........................................................  67

ARTICLE 17.   AMENDMENT ................................................................  68
17.1.         General ..................................................................  68
17.2.         Delegation of Amendment Power ............................................  68

ARTICLE 18.   TERMINATION OF THE PLAN AND TRUST ........................................  70
18.1.         General ..................................................................  70
18.2.         Events of Termination ....................................................  70
18.3.         Effect of Termination ....................................................  70
18.4.         Approval of Plan .........................................................  70

ARTICLE 19.   TRANSFERS TO OR FROM OTHER QUALIFIED PLANS; MERGERS ......................  71
19.1.         General ..................................................................  71
19.2.         Amounts Transferred ......................................................  71
19.3.         Merger or Consolidation ..................................................  71

ARTICLE 20.   MISCELLANEOUS ............................................................  72
20.1.         Notice of Plan ...........................................................  72
20.2.         No Employment Rights .....................................................  72
20.3.         Distributions Exclusively From Plan ......................................  72
20.4.         No Alienation ............................................................  72
20.5.         Provision of Information .................................................  72
20.6.         No Prohibited Transactions ...............................................  72
20.7.         Governing Law ............................................................  72
20.8.         Gender ...................................................................  72
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                         PUTNAM BASIC PLAN DOCUMENT #07



ARTICLE 1.  INTRODUCTION

     By executing the Plan Agreement,  the Employer has established a retirement
plan (the "Plan")  according to the terms and  conditions of the Plan  Agreement
and this  Putnam  Basic  Plan  Document  #07,  for the  purpose of  providing  a
retirement  fund for the  benefit  of  Participants  and  Beneficiaries.  A Plan
established  hereunder pursuant to a Plan Agreement is intended to qualify under
Section 401(a) of the Code.

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ARTICLE 2.  DEFINITIONS

     The terms defined in Sections 2.1 through 2.52 appear generally  throughout
the document.  Sections 2.53 through 2.63 and Article 5 contain  definitions  of
terms  used only in a CODA and  Section  10.4  contains  additional  definitions
related to  distributions  from the Plan.  Articles 6 and 11 contain  additional
definitions of terms used only in those Articles.

     2.1.  Account  means any of,  and  Accounts  means all of, a  Participant's
Employer  Contribution  Account,   Participant  Contribution  Account,  Rollover
Account,  Deductible  Employee  Contribution  Account and if the Plan contains a
CODA, the accounts maintained for the Participant pursuant to Article 5.

     2.2.  Affiliated  Employer,  for purposes of the Plan other than Article 6,
means the Employer and a trade or business,  whether or not incorporated,  which
is any of the following:

     (a)  A member of a group of controlled  corporations (within the meaning of
          Section 414 (b) of the Code) which includes the Employer; or

     (b)  A trade or  business  under  common  control  (within  the  meaning of
          Section 414 (c) of the Code) with the Employer; or

     (c)  A member of an affiliated service group (within the meaning of Section
          414(m) of the Code) which includes the Employer; or

     (d)  An  entity  otherwise  required  to be  aggregated  with the  Employer
          pursuant to Section 414 (o) of the Code.

     In  determining  an Employee's  service for vesting and for  eligibility to
participate  in the Plan,  all  employment  with  Affiliated  Employers  will be
treated as employment by the Employer.

     For purposes of Article 6 only,  the  definitions in paragraphs (a) and (b)
of this  Section  2.2  shall be  modified  by adding  at the  conclusion  of the
parenthetical  phrase in each such  paragraph  the words  "modified  by  Section
415(h) of the Code."

     2.3.  Authorized  Leave of Absence means a leave of absence from employment
granted in writing by an Affiliated Employer.  Authorized Leave of Absence shall
be granted  on  account of  military  service  for any  period  during  which an
Employee's  right to  re-employment  is  guaranteed  by law,  and for such other
reasons and periods as an Affiliated  Employer shall consider  proper,  provided
that Employees in similar situations shall be similarly treated.

     2.4 Base  Contribution  Percentage means the percentage so specified in the
Plan Agreement.

     2.5. Beneficiary means a person entitled to receive benefits under the Plan
upon the death of a Participant,  in accordance with Section 7.2 and Articles 10
and 11.

     2.6. CODA means a cash or deferred  arrangement that meets the requirements
of Section 401(k) of the Code, adopted as part of a profit sharing plan.

     2.7. Code means the Internal Revenue Code of 1986, as amended.

     2.8.  Compensation  means all of an Employee's  compensation  determined in
accordance  with the definition  and for the purpose  elected by the Employer in
the Plan  Agreement.  For purposes of that election , "Form W-2 earnings"  means
"wages" as defined in Section  3401(a) of the Code in connection with income tax
withholding at the source,  and all other  compensation  paid to the Employee by
the Employer in the course of its trade or  business,  for which the Employer is
required  to  furnish  the  Employee  with a written  statement  under  Sections
6041(d), 6051(a)(3) and 6052 of the Code, determined without

<PAGE>3

regard to  exclusions  based on the nature or location of the  employment of the
services performed (such as the exception for agricultural labor in Section 3401
(a)(2) of the Code).  Compensation  shall include only amounts  actually paid to
the Employee during the Plan Year,  except that if the Employer so elects in the
Plan  Agreement,  in an Employee's  initial year of  participation  in the Plan,
Compensation  shall include only amounts  actually paid to the Employee from the
Employee's effective date of participation pursuant to Section 3.1 to the end of
the Plan Year.  In addition,  if the  Employer so elects in the Plan  Agreement,
Compensation  shall  include  any amount  which is  contributed  to an  employee
benefit  plan for the Employee by the  Employer  pursuant to a salary  reduction
agreement, and which is not includible in the gross income of the Employee under
Section 125, 402 (e)(3), 402(h)(1)(B) or 403 (b) of the Code. If the Employer so
elects in the Plan  Agreement,  Compensation  shall not  include  overtime  pay,
bonuses,  commissions  or other  similar types of pay, or  Compensation  above a
specified amount, all as designated in the Plan Agreement,  provided,  that such
election  may  not be made if the  Employer  elects  in the  Plan  Agreement  to
integrate  the Plan with  Social  Security.  (For a  self-employed  person,  the
relevant term is Earned Income, as defined in Section 2.12.)

     2.9. Date of Employment means the first date on which an Employee  performs
an Hour of Service;  or, in the case of an Employee who has incurred one or more
One-Year Eligibility Breaks and who is treated as a new Employee under the rules
of Section 3.3, the first date on which he performs an Hour of Service after his
return to employment.


     2.10.  Deductible Employee Contribution Account means an account maintained
on the  books of the Plan on  behalf of a  Participant,  in which  are  recorded
amounts  contributed  by him to the Plan on a  tax-deductible  basis under prior
law, and the income, expenses, gains and losses thereon.

     2.11.  Disabled means unable to engage in any substantial  gainful activity
by reason of any medically  determinable  physical or mental impairment that can
be  expected  to result in death or which has lasted or can be  expected to last
for a continuous period of not less than 12 months. The permanence and degree of
such impairment shall be supported by medical evidence.

     2.12.  Earned Income means a Self-Employed  Individual's  net earnings from
self-employment  in the  trade or  business  with  respect  to which the Plan is
established,  excluding  items not included in gross  income and the  deductions
allocable  to such items,  and reduced by (i)  contributions  by the Employer to
qualified  plans,  to the extent  deductible  under Section 404 of the Code, and
(ii) the deduction allowed to the taxpayer under Section 164 (f) of the Code for
taxable years beginning after December 31, 1989.

     2.13. Earnings, for determining all benefits provided under the Plan, means
the first $150,000 as adjusted periodically by the Secretary of the Treasury for
inflation)  of the sum of the  Compensation  and Earned  Income  received  by an
Employee  during a Plan Year.  To calculate  an  allocation  to a  Participant's
Account for any Plan Year shorter  than 12 months,  the dollar limit on Earnings
must  be  multiplied  by a  fraction  of  which  the  denominator  is 12 and the
numerator is the number of months in the Plan Year. In determining  the Earnings
of a  Participant,  the rules of Section  414  (q)(6) of the Code  shall  apply,
except that in applying  those rules the term  "family"  shall  include only the
Participant's  spouse  and the  Participant's  lineal  descendants  who have not
reached  age 19 by the  last  day of the  Plan  Year.  If,  as a  result  of the
application of such rules, the applicable Earnings limitation described above is
exceeded,  then the limitation shall be prorated among the affected  individuals
in  proportion  to each such  individual's  Earnings  as  determined  under this
Section prior to the application of this limitation.

     2.14. Effective Date means the date so designated in the Plan Agreement. If
the Plan  Agreement  indicates  that the  Employer  is  adopting  the Plan as an
amendment of an existing  plan, the provisions of the existing plan apply to all
events  preceding the Effective  Date,  except as to specific  provisions of the
Plan which set forth a retroactive  effective  date in  accordance  with Section
1140 of the Tax Reform Act of 1986.

     2.15.  Eligibility Period means a period of service with the Employer which
an Employee is  required to complete in order to commence  participation  in the
Plan. A 12-month Eligibility Period is a


<PAGE>4

period of 12 consecutive  months  beginning on an Employee's most recent Date of
Employment  or any  anniversary  thereof,  in which he is credited with at least
1,000 Hours of Service or the number of Hours of Services  set forth in the Plan
Agreement.  A 6-month  Eligibility  Period is a period of 6  consecutive  months
beginning on an Employee's  most recent Date of  Employment  or any  anniversary
thereof,  or on the  6-month  anniversary  of  such  Date of  Employment  or any
anniversary  thereof, in which he is credited with at least 500 Hours of Service
or the  number  of Hours of  Service  set  forth in the Plan  Agreement.  If the
Employer has selected another period of service as the Eligibility  Period under
the Plan,  Eligibility  Period  means  the  period  so  designated  in which the
Employee is credited with the number of hours  designated in the Plan Agreement.
Notwithstanding  the  foregoing,  if an Employee is credited with 1,000 Hours of
Service during a 12-consecutive-month period following his Date of Employment or
any anniversary thereof, he shall be credited with an Eligibility Period. In the
case of an  Employee  in a  seasonal  industry  (as  defined  under  regulations
prescribed  by the  Secretary  of  Labor)  in  which  the  customary  extent  of
employment  during a calendar  year is fewer than 1,000  Hours of Service in the
case of a 12-month  Eligibility  Period, the number specified in any regulations
prescribed  by the  Secretary of Labor  dealing  with years of service  shall be
substituted  for 1,000.  If the  Employer  so elects in the Plan  Agreement,  an
Employee's  most recent Date of  Employment  for  purposes of this  Section 2.15
shall be the first date on which he performed  services for a business  acquired
by the Employer.

     2.16.  Employee means a common law Employee of an Affiliated  Employer;  in
the case of an  Affiliated  Employer  which is a sole  proprietorship,  the sole
proprietor   thereof;  in  the  case  of  an  Affiliated  Employer  which  is  a
partnership, a partner thereof; and a Leased Employee of an Affiliated Employer.
The term  "Employee"  includes an individual on Authorized  Leave of Absence,  a
Self-Employed Individual and an Owner-Employee.

     2.17.  Employer  means the  Employer  named in the Plan  Agreement  and any
successor to all or the major  portion of its assets or business  which  assumes
the obligations of the Employer under the Plan Agreement.

     2.18.  Employer  Contribution  Account  means an account  maintained on the
books of the Plan on behalf of a Participant,  in which are recorded the amounts
allocated  for his  benefit  from  contributions  by the  Employer  (other  than
contributions pursuant to Article 5 (i.e. the CODA provisions)).  Forfeitures by
former  Participants  (if the Plan provides for  reallocation  of  Forfeitures),
amounts  reapplied  under Section 6.1 (d), and the income,  expenses,  gains and
losses thereon.

     2.19.  Employer Stock means securities  constituting  "qualifying  employer
securities" of an Employer within the meaning of Section 407 (d)(5) of ERISA.

     2.20. ERISA means the Employee  Retirement  Income Security Act of 1974, as
amended.

     2.21.  Excess  Earnings  mean a  Participant's  Earnings  in  excess of the
Integration Level of the Plan.

     2.22.   Forfeiture  means  a  non-vested   amount  forfeited  by  a  former
Participant,  pursuant  to  Section  8.3,  or an  amount  forfeited  by a former
Participant or Beneficiary who cannot be located, pursuant to Section 9.5.

     2.23. Hour of Service means each hour described in paragraph (a), (b), (c),
(d) or (e) below, subject to paragraphs (f) and (g) below.

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

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


<PAGE>5

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

     (c)  Each hour for which back pay,  irrespective  of mitigation of damages,
          is either  awarded or agreed to by an  Affiliated  Employer.  The same
          Hours of Service  shall not be credited  under both  paragraph  (a) or
          paragraph  (b), as the case may be, and under this  paragraph (c); and
          no more  than  501  Hours of  Service  shall be  credited  under  this
          paragraph (c) with respect to payments of back pay, to the extent that
          such pay is agreed to or  awarded  for a period of time  described  in
          paragraph  (b) during  which the Employee did not perform or would not
          have  performed  any  duties.  These  hours  shall 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.

     (d)  Each hour during an Authorized  Leave of Absence.  Such hours shall be
          credited at the rate of a customary full work week for an Employee.

     (e)  Solely for purposes of determining whether a One Year Vesting Break or
          a One-Year  Eligibility Break has occurred,  each hour which otherwise
          would have been  credited to an Employee  but for an absence from work
          by reason of: the pregnancy of the  Employee,  the birth of a child of
          the Employee, the placement of a child with the Employee in connection
          with the adoption of the child by the Employee,  or caring for a child
          for a period beginning  immediately  after its birth or placement.  If
          the Plan Administrator cannot determine the hours which would normally
          have been  credited  during such an  absence,  the  Employee  shall be
          credited with eight Hours of Service for each day of absence.  No more
          than 501 Hours of Service  shall be credited  under this  paragraph by
          reason of any  pregnancy  or  placement.  Hours  credited  under  this
          paragraph  shall be treated as Hours of Service  only in the Plan Year
          or  Eligibility  Period  or both,  as the case  may be,  in which  the
          absence  from work begins,  if necessary to prevent the  Participant's
          incurring a One-Year  Vesting Break or One-Year  Eligibility  Break in
          that period, or, if not, in the period  immediately  following that in
          which the absence  begins.  The  Employee  must timely  furnish to the
          Employer  information  reasonably  required to  establish  (i) that an
          absence from work is for a reason specified above, and (ii) the number
          of days for which the absence continued.


     (f)  Hours of Service  shall be determined on the basis of actual hours for
          which an Employee is paid or  entitled  to  payment,  or as  otherwise
          specified in the Plan Agreement.

     (g)  If the Employer maintains the plan of a predecessor Employer,  service
          for the  predecessor  Employer  shall be treated  as  service  for the
          Employer.  If the Employer does not maintain the plan of a predecessor
          Employer,  service for the  predecessor  Employer  shall be treated as
          service  for the  Employer  only to the extent  that the  Employer  so
          elects in the Plan Agreement.

     (h)  Hours of Service  shall be credited to a Leased  Employee as though he
          were an Employee.

     2.24.  Integration Level means the Earnings amount selected by the Employer
in the Plan Agreement.

     2.25.  Investment Company means an open-end  registered  investment company
for  which  Putnam  Mutual  Funds  Corp.,  or its  affiliate  acts as  principal
underwriter,  or for which Putnam Investment Management,  Inc., or its affiliate
serves as an investment adviser;  provided that its prospectus offers its shares
under the Plan.


<PAGE>6

     2.26.  Investment  Company  Shares  means  shares  issued by an  Investment
Company.

     2.27. Investment Products means any of the investment products specified by
the Employer in accordance  with Section 13.2,  from the group of those products
sponsored,  underwritten  or  managed  by Putnam as shall be made  available  by
Putnam under the Plan, and such other  products as shall be expressly  agreed to
in writing by Putnam for availability under the Plan.

     2.28.  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 Section 414
(n)(6) of the Code) 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.  The  compensation  of a Leased
Employee for purposes of the Plan means the  Compensation (as defined in Section
2.8) of the Leased Employee attributable to services performed for the recipient
Employer. Contributions or benefits provided to a leased Employee by the leasing
organization  which are  attributable  to services  performed  for the recipient
Employer shall be treated as provided by the recipient  Employer.  Provided that
leased  Employees do not constitute more than 20% of the recipient's  non-highly
compensated  workforce, a leased Employee shall not be considered an Employee of
the recipient if he is covered by a money purchase pension plan providing: (1) a
nonintegrated  Employer  contribution  rate of at least 10% of compensation  (as
defined in Section 415 (c)(3) of the Code,  but  including  amounts  contributed
pursuant  to  a  salary  reduction  agreement  which  are  excludable  from  the
Employee's gross income under Section 125, Section 402 (e)((3),  Section 402 (h)
(1)(B) or Section 403 (b) of the Code),  (2)  immediate  participation,  and (3)
full and immediate vesting.

     2.29. One-Year Eligibility Break means a 12-month Eligibility Period during
which an  individual  is not  credited  with  more  than 500  Hours of  Service;
provided, however, that in the case of an Employee in a seasonal industry, there
shall be  substituted  for 500 the number of Hours of Service  specified  in any
regulations  of the  Secretary  of Labor  dealing  with breaks in  service,  and
provided  further  that if the  Employer  has elected in the Plan  Agreement  to
establish a number less than 500 as the requisite Hours of Service for crediting
a 12-month Eligibility Period, that number shall be substituted for 500.

     2.30.  One-Year Vesting Break means a Year of Service  measuring period, as
elected by the Employer in the Plan Agreement, during which an individual is not
credited  with more than 500 Hours of Service;  provided,  however,  that in the
case of an Employee in a seasonal  industry,  there shall be substituted for 500
the number of Hours of Service specified in any regulations for the Secretary of
Labor dealing with breaks in service,  and provided further that if the Employer
has  elected in the Plan  Agreement  to  establish a number less than 500 as the
requisite Hours of Service for crediting a Year of Service, that number shall be
substituted for 500.

     2.31.  Owner-Employee  means the sole proprietor of an Affiliated  Employer
that is a sole  proprietorship,  or a partner owning more than 10% of either the
capital or profits interest of an Affiliated Employer that is a partnership. The
Plan Administrator  shall be responsible for identifying  Owner-Employees to the
Recordkeeper.

     2.32.  Participant  means each  Employee  who has met the  requirement  for
participation  in Article 3. An  Employee  is not a  Participant  for any period
before the entry date applicable to him.

     2.33.  Participant  Contribution means an after-tax  contribution made by a
Participant in accordance with Section 4.6.

     2.34.  Participant  Contribution Account means an account maintained on the
books  of the  Plan,  in  which  are  recorded  Participant  Contributions  by a
Participant and any income, expenses, gains or losses incurred thereon.


<PAGE>7

     2.35. Plan means the form of defined contribution retirement plan and trust
agreement  adopted by the  Employer,  consisting  of the Plan  Agreement and the
Putnam Basic Plan  Document #07 as set forth  herein,  together with any and all
amendments and supplements thereto.

     2.36. Plan  Administrator  means the Employer or its appointee  pursuant to
Section 15.1.

     2.37. Plan Agreement means the separate  agreement entered into between the
Employer and the Trustee and accepted by Putnam, under which the Employer adopts
the Plan and selects among its optional provisions.

     2.38. Plan Year means the period of 12 consecutive  months specified by the
Employer in the Plan  Agreement,  as well as any initial  short plan year period
specified by the Employer in the Plan Agreement.

     2.39. Profit Sharing Contribution means a contribution made for the benefit
of a Participant by the Employer pursuant to Section 4.2 (a).

     2.40.  Putnam means (i) Putnam Mutual Funds Corp., or a company  affiliated
with it which Putnam Mutual Funds Corp. has  designated as its agent  performing
specified  actions or  procedures  in its capacity as sponsor of this  prototype
Plan, and (ii) Putnam Fiduciary Trust Company when performing in its capacity as
Recordkeeper or Trustee.

     2.41.  Qualified  Domestic  Relations  Order means any judgment,  decree or
order (including approval of a property settlement  agreement) which constitutes
a  "qualified  domestic  relations  order"  within the  meaning of Code  Section
414(p).  A judgment,  decree or order shall not fail to be a Qualified  Domestic
Relations  Order merely because it requires a distribution to an alternate payee
(or the  segregation of accounts  pending  distribution  to an alternate  payee)
before the Participant is otherwise entitled to a distribution under the Plan.

     2.42.  Qualified  Participant  means  any  Participant  who  satisfies  the
requirements for being a Qualified Participant as elected by the Employer in the
Plan Agreement, for the purposes set forth in the Plan Agreement. If the Plan is
not adopted to replace an existing  plan,  this Section 2.42 is effective on the
Effective  Date.  If the Plan  replaces an existing  plan,  this Section 2.42 is
effective on the  Effective  Date,  and the  provision of the existing plan that
this Section 2.42 replaces shall continue to apply until that time.

     2.43. Recordkeeper means the person or entity designated by the Employer in
the Plan  Agreement  to perform the duties  described in Section  15.4,  and any
successor  thereto.  If Putnam is the Recordkeeper,  the terms and conditions of
its service will be as specified in a service agreement between the Employer and
Putnam.

     2.44. Retirement means ceasing to be an Employee in accordance with Section
7.1.

     2.45.  Rollover  Account means an account  established  for an Employee who
makes a rollover contribution to the Plan pursuant to Section 4.5.

     2.46.  Self-Employed Individual means an individual whose personal services
are a material  income-producing  factor in the trade or business  for which the
Plan is  established,  and who has Earned  Income for the taxable year from that
trade or business,  or would have Earned  Income but for the fact that the trade
or business had no net profits for the taxable year.

     2.47.  Shareholder-Employee  means any  officer or  Employee of an electing
small business corporation,  within the meaning of Section 1362 of the Code, who
on any day  during a taxable  year of the  Employer  owns (or is  considered  as
owning  under  Section  318 (a)(1) of the Code) more than 5% of the  outstanding
stock  of  the  Employer.  The  Plan  administrator  shall  be  responsible  for
identifying Shareholder-Employees to the Recordkeeper.


<PAGE>8

         2.48. Social Security Wage Base means the maximum amount
considered as wages under Section 3121 (a)(1) of the Code as in effect on the
first day of the Plan Year.

     2.49.  Trust and Trust Fund mean the trust fund  established  under Section
13.1.

     2.50. Trustee means the person, or the entity with trustee powers, named in
the Plan Agreement as trustee, and any successor thereto.

     2.51.  Valuation  Date means each day when the New York Stock  Exchange  is
open,  or such  other date or dates as the  Employer  may  designate  by written
agreement with the Recordkeeper.

     2.52. Year of Service means a Plan Year or a 12-month  Eligibility  Period,
as  elected by the  Employer  in the Plan  Agreement,  in which an  Employee  is
credited with at least 1,000 Hours of Service;  provided,  however,  that if the
Employer has elected in the Plan Agreement to establish a number less than 1,000
as the  requisite  for  crediting  a Year of Service,  that the number  shall be
substituted for 1,000, and provided further that in the case of an Employee in a
seasonal industry (as defined under  regulations  prescribed by the Secretary of
Labor) in which the  customary  extent of  employment  during a calendar year is
fewer than 1,000  Hours of  Service,  the number  specified  in any  regulations
prescribed  by the  Secretary of Labor  dealing  with years of service  shall be
substituted  for 1000.  An Employee's  Years of Service shall include service
credited prior to the Effective Date under any predecessor  plan. If the initial
Plan Year is shorter than 12 months, each Employee who is credited with at least
1,000  Hours of Service  in the  12-month  period  ending on the last day of the
initial  Plan Year shall be credited  with a Year of Service with respect to the
initial Plan Year.

     If the Employer has so elected in the Plan Agreement,  Years of Service for
vesting shall not include:

     (a)  Service in any Plan Year (or comparable  period prior to the Effective
          Date) completed before the Employee reached age 18;

     (b)  Service  completed  during a  period  in which  the  Employer  did not
          maintain  the  Plan  or  any   predecessor   plan  (as  defined  under
          regulations prescribed by the Secretary of the Treasury).

     If the Employer has so elected in the Plan Agreement,  Years of Service for
vesting shall include employment by a business acquired by the Employer,  before
the date of the acquisition.

     The following definitions apply only to cash or deferred arrangements under
Section 401(k) (CODA):

     2.53. Deferral Agreement means an Employee's  agreement to make one or more
Elective Deferrals in accordance with Section 5.2.

     2.54.  Elective  Deferral  means any  contribution  made to the Plan by the
Employer  at the  election  of a  Participant,  in lieu  of  cash  compensation,
including  contributions made pursuant to a Deferral Agreement or other deferral
mechanism.

     2.55. Elective Deferral Account means an account maintained on the books of
the Plan,  in which are  recorded a  Participant's  Elective  Deferrals  and the
income, expenses, gains and losses incurred thereon.

     2.56. Employer Matching Account means an account maintained on the books of
the Plan,  in which are  recorded the Employer  Matching  Contributions  made on
behalf of a  Participant  and the income,  expenses,  gains and losses  incurred
thereon.

<PAGE>9

     2.57.  Employer  Matching  Contribution  means a  contribution  made by the
Employer  (i) to the Plan  pursuant to Section  5.8, or (ii) to another  defined
contribution  plan  on  account  of  a  Participant's  "elective  deferrals"  or
"employee  contributions,"  as those terms are used in Section 401 (m)(4) of the
Code.

     2.58.  Highly  Compensated  Employee  means any highly  compensated  active
Employee or highly  compensated  former  Employee as defined in  subsection  (a)
below;  provided however,  that if the Employer so elects in the Plan Agreement,
Highly  Compensated  Employee  means any highly  compensated  Employee under the
simplified method described in subsection (b) below.

     (a)  Regular Method.  A highly  compensated  active  Employee  includes any
          Employee   who   performs   service  for  the   Employer   during  the
          determination  year and who during the  look-back  year:  (i) received
          compensation  from the  Employer  in excess of  $75,000  (as  adjusted
          pursuant to Section 415 (d) of the Code);  (ii) received  compensation
          from the  Employer  in excess of  $50,000  (as  adjusted  pursuant  to
          Section 415(d) of the Code) and was a member of the top-paid group for
          such  year;  or (iii) was an  officer  of the  Employer  and  received
          compensation  during such year that is greater  than 50% of the dollar
          limitation in effect under Section 415 (b)(1)(A) of the Code. The term
          also includes (A)  Employees  who are both  described in the preceding
          sentence if the term "determination  year" is substituted for the term
          "look-back  year," and among the 100  Employees  who received the most
          compensation from the Employer during the determination  year; and (B)
          Employees who are 5% owners at any time during the  look-back  year or
          determination  year.  If no officer  has  satisfied  the  compensation
          requirement  of (iii)  above  during  either a  determination  year or
          look-back  year,  the  highest  paid  officer  for such year  shall be
          treated as a Highly Compensated Employee.

               A highly  compensated  former Employee  includes any Employee who
          separated  from service (or was deemed to have  separated)  before the
          determination  year,  performed no service for the Employer during the
          determination  year, and was a highly  compensated active Employee for
          either the year of separation from service or any  determination  year
          ending on or after the the Employee's 55th birthday.

               If during a determination year or look-back year an Employee is a
          family  member  of  either  a 5%  owner  who is an  active  or  former
          Employee,  or Highly  Compensated  Employee  who is one of the 10 most
          highly  paid  Highly  Compensated  Employees  ranked  on the  basis of
          compensation  paid by the  Employer  during the year,  then the family
          member and the 5% owner or top-ten Highly  Compensated  Employee shall
          be  treated  as a  single  Employee  receiving  compensation  and Plan
          contributions  or benefits  equal to the sum of the  compensation  and
          contributions  or  benefits  of the family  member and the 5% owner or
          top-ten Highly Compensated Employee. For purposes of this Section 2.58
          (a),  family  members  include  the  spouse,   lineal  ascendants  and
          descendants of the Employee or former Employee and the spouses of such
          lineal ascendants and descendants.

     For purposes of this subsection (a), the "determination  year" shall be the
Plan Year, and the  "look-back  year" shall be the 12-month  period  immediately
preceding the determination year;  provided,  however,  that in a Plan for which
the Plan Year is the  calendar  year,  the  current  Plan Year shall be both the
"determination  year" and the "look-back  year" if the Employer so elects in the
Plan Agreement.

     (b)  Simplified Method. An Employee is a Highly Compensated  Employee under
          this  simplified  method if (i) the  Employee is a 5% owner during the
          Plan Year; (ii) the Employee's  compensation for the Plan Year exceeds
          $75,000 (as adjusted  pursuant to Section 415 (d) of the Code);  (iii)
          the  Employee's  compensation  for the Plan Year  exceeds  $50,000 (as
          adjusted  pursuant to Section 415 (d) of the Code) and the Employee is
          in the top-paid group of Employees; or (iv) the Employee is an officer
          of the Employer and received compensation during the Plan Year that is
          greater  than 50% of the  dollar  limitation  under Code  Section  415
          (b)(1)(A).


<PAGE>10

               The look back  provisions of Code Section  414(q) do not apply to
          determining Highly Compensated Employees under this simplified method.
          An Employer that applies this simplified method for determining Highly
          Compensated  Employees may choose to apply this method on the basis of
          the  Employer's  workforce  as of a single  day  during  the Plan Year
          ("snapshot  day").  In applying this  simplified  method on a snapshot
          basis,  the  Employer  shall  determine  who is a  Highly  Compensated
          Employee  on the  basis of the  data as of the  snapshot  day.  If the
          determination of who is a Highly Compensated  Employee is made earlier
          than the last day of the Plan Year, the Employee's  compensation  that
          is used to determine an  Employee's  status must be projected  for the
          Plan Year under a reasonable method established by the Employer.

               Notwithstanding the foregoing, in addition to those Employees who
          are determined to be highly compensated on the Plan's snapshot day, as
          described above, where there are Employees who are not employed on the
          snapshot  day but who are taken into  account for  purposes of testing
          under  Section  5.6 or  5.10,  the  Employer  must  treat  as a Highly
          Compensated Employee any Eligible Employee for the Plan Year who:

          (1)  terminated prior to the snapshot day and was a Highly Compensated
               Employee in the prior year;

          (2)  terminated prior to the snapshot day and (i) was a 5% owner, (ii)
               had  compensation  for the Plan Year greater than or equal to the
               projected compensation of any Employee who is treated as a Highly
               Compensated  Employee on the snapshot  day (except for  Employees
               who are Highly  Compensated  Employees solely because they are 5%
               owners or officers), or (iii) was an officer and had compensation
               greater than or equal to the projected  compensation of any other
               officer who is a Highly Compensated  Employee on the snapshot day
               solely because that person is an officer; or

          (3)  becomes  employed  subsequent to the snapshot day and (i) is a 5%
               owner,  (ii) has  compensation  for the Plan Year greater than or
               equal  to  the  projected  compensation  of any  Employee  who is
               treated as a Highly  Compensated  Employee  on the  snapshot  day
               (except for Employees who are Highly Compensated Employees solely
               because they are 5% owners or  officers),  or (iii) is an officer
               and has  compensation  greater  than or  equal  to the  projected
               compensation  of any other  officer  who is a Highly  Compensated
               Employee on the  snapshot  day solely  because  that person is an
               officer.

               If during a during a Plan Year an Employee is a family  member of
          either a 5% owner who is an Employee, or a Highly Compensated Employee
          who is one of the ten most highly paid  Highly  Compensated  Employees
          ranked on the basis of compensation  paid by the Employees  during the
          year,    then   the    family    member    and   the   5%   owner   or
          top-ten-Highly-Compensated-Employee  shall  be  treated  as  a  single
          Employee  receiving  compensation  and Plan  contributions or benefits
          equal to the sum of the compensation and  contributions or benefits of
          the      family      member      and     the     5%      owner      or
          top-ten-Highly-Compensated-Employee.  For  purposes  of  this  Section
          2.58(b),  family  members  include the spouse,  lineal  ascendants and
          descendants of the Employee and the spouses of such lineal  ascendants
          and descendants.

     The determination of who is a Highly  Compensated  Employee,  including the
determinations  of the number and identity of  Employees in the top-paid  group,
the top 100  Employees,  the number of  Employees  treated as  officers  and the
compensation that is considered,  will be made in accordance with Section 414(q)
of  the  Code  and  the  regulations  thereunder.   The  Plan  Administrator  is
responsible for identifying the Highly Compensated  Employees and reporting such
data to the Recordkeeper.

     2.59. Non-Highly Compensated Employee means an Employee who is not a Highly
Compensated Employee.


<PAGE>11

     2.60.  Qualified  Matching Account means an account maintained on the books
of the Plan,  in which are  recorded the  Qualified  Matching  Contributions  on
behalf of a  Participant  and the income,  expense,  gain and loss  attributable
thereto.

     2.61.  Qualified  Matching  Contribution  means a contribution  made by the
Employer  that:  (i) is  allocated  with  respect  to a  Participant's  Elective
Deferrals or  Participant  Contributions  or both (as elected by the Employer in
the  Plan  Agreement),   (ii)  is  fully  vested  at  all  times  and  (iii)  is
distributable only in accordance with Section 5.13.

     2.62. Qualified  Nonelective  Contribution means a contribution (other than
an Employer Matching  Contribution or Qualified  Matching  Contribution) made by
the Employer,  that: (i) a Participant may not elect to receive in cash until it
is distributed  from the Plan;  (ii) is fully vested at all times;  and (iii) is
distributable only in accordance with Section 5.13.

     2.63.   Qualified   Nonelective   Contribution  Account  means  an  account
maintained  on the  books of the  Plan,  in which  are  recorded  the  Qualified
Nonelective  Contributions  on behalf of a Participant and the income,  expense,
gain and loss attributable thereto.

<PAGE>12

ARTICLE 3.  PARTICIPATION

     3.1 Initial  Participation.  Upon  completion of the  eligibility  for Plan
participation  requirements  specified in the Plan Agreement,  an Employee shall
begin  participation  in the Plan as of the  entry  date  specified  in the Plan
Agreement,  or as of the Effective Date, whichever is later; provided,  however,
that:

     (a)  if the Plan is adopted as an  amendment of a  predecessor  plan of the
          Employer,  every Employee who was participating  under the predecessor
          plan when it was so amended shall become a Participant  in the Plan as
          of the  Effective  Date,  whether or not he has  satisfied the age and
          service requirements specified in the Plan Agreement; and

     (b)  if the Employer so specifies in the Plan Agreement, any individual who
          is  (i) a  nonresident  alien  receiving  no  earned  income  from  an
          Affiliated  Employer which constitutes  income from sources within the
          United  States,  (ii)  included  in a unit of  Employees  covered by a
          collective  bargaining  agreement  between the  Employer  and Employee
          representatives  (excluding  from the term "Employee  representatives"
          any  organization of which more than half of the members are Employees
          who are owners, officers, or executives of an Affiliated Employer), if
          retirement  benefits were the subject of good faith  bargaining and no
          more than 2% of the  Employees  covered by the  collective  bargaining
          agreement are  professionals  as defined in Section  1.410(b)-9 of the
          Income Tax Regulations, (iii) is an Employee of an Affiliated Employer
          specified  by the  Employer  in the Plan  Agreement,  (iv) is a Leased
          Employee,  or (v)  is a  member  of  such  other  class  of  Employees
          specified by the Employer in the Plan Agreement, shall not participate
          in the Plan  until  the  later of the  date on which he  ceases  to be
          described  in clause (i),  (ii),  (iii),  (iv) or (v),  whichever  are
          applicable,  or the entry date  specified  by the Employer in the Plan
          Agreement; and

     (c)  if the Plan is not adopted as an  amendment of a  predecessor  plan of
          the   Employer,   Employees   on  the   Effective   Date  shall  begin
          participation  on the Effective  Date, to the extent so elected by the
          Employer in the Plan Agreement; and

     (d)  a Participant shall cease to participate in the Plan when he becomes a
          member of a class of Employees  ineligible to participate in the Plan,
          and shall resume participation  immediately upon his return to a class
          of Employees eligible to participate in the Plan.

          In the case of a Plan to which the CODA  provisions of Article 5 apply
          and for which the Employer has elected in the Plan  Agreement to apply
          different  minimum service  requirements for purposes of participation
          in Profit Sharing Contributions,  for purposes of participation in the
          CODA  provisions  and/or for  purposes  of  participation  in Employer
          Matching  Contributions,  this  Article 3 shall be applied  separately
          with  regard  to  participation   under  Article  4,  with  regard  to
          participation  under the CODA  provisions  of  Article  5 and/or  with
          regard to  participation  in  Employer  Matching  Contributions  under
          Article 5.

     3.2.  Special  Participation  Rule.  With  respect  to a Plan in which  the
Employer has specified  full and  immediate  vesting in the Plan  Agreement,  an
Employee who incurs a One-Year Eligibility Break before completing the number of
Eligibility  Periods required under Section 3.1 shall not thereafter be credited
with any Eligibility Period completed before the One-Year Eligibility Break.

     3.3.  Resumed  Participation.  A former  Employee  who  incurs  a  One-Year
Eligibility  Break after having become a Participant  shall  participate  in the
Plan as of the date on which he again  becomes an Employee,  if (i) his Accounts
had become  partially  or fully  vested  before he  incurred a One-Year  Vesting
Break, or (ii) the number of consecutive One-Year Eligibility Breaks he incurred
are  fewer  than  the  greater  of five or the  number  of  Eligibility  Periods
completed before such One-Year  Eligibility  Breaks.  In any other case, when he
again  becomes an Employee he shall be treated as a new Employee  under  Section
3.1.

<PAGE>13

     3.4. Benefits for  Owner-Employees.  If the Plan provides  contributions or
benefits for one or more  Owner-Employees who control both the trade or business
with  respect to which the Plan is  established  and one or more other trades or
businesses,  the Plan and plans established with respect to such other trades or
businesses  must, when looked at as a single plan,  satisfy  Sections 401(a) and
(d) of the Code with respect to the  Employees of this and all such other trades
or businesses.  If the Plan provides  contributions  or benefits for one or more
Owner-Employees  who  control  one or  more  other  trades  or  businesses,  the
Employees of each such other trade or business  must be included in a plan which
satisfies  Sections 401(a) and (d) of the Code and which provides  contributions
and benefits not less  favorable  than those  provided for such  Owner-Employees
under the Plan. If an individual is covered as an Owner-Employee under the plans
of two or  more  trades  or  businesses  which  he does  not  control  and  such
individual  controls a trade or business,  then the contributions or benefits of
the Employees under the plan of the trade or business which he does control must
be as favorable as those  provided for him under the most  favorable plan of the
trade or business  which he does not control.  For purposes of this Section 3.4,
an  Owner-Employee,  or two or more  Owner-Employees,  shall  be  considered  to
control  a trade  or  business  if  such  Owner-Employee,  or  such  two or more
Owner-Employees together:

     (a)  own the entire interest in an unincorporated trade or business, or

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

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

     3.5. Changes in Classification. If a Participant ceases to be a member of a
classification  of Employees  eligible to  participate in the Plan, but does not
incur a One-Year  Eligibility  Break, he will continue to be credited with Years
of  Service  for  vesting  while he  remains  an  Employee,  and he will  resume
participation  as  of  the  date  on  which  he  again  becomes  a  member  of a
classification  of  Employees  eligible to  participate  in the Plan.  If such a
Participant incurs a One-Year  Eligibility  Break,  Section 3.3 will apply. If a
Participant who ceases to be a member of a classification of Employees  eligible
to  participate  in the Plan becomes a member of a  classification  of Employees
eligible to  participate in another plan of the Employer,  his Account,  if any,
under the Plan shall, upon the Administrator's  direction, be transferred to the
plan in which he has  become  eligible  to  participate,  if such  plan  permits
receipt of such Account.

     If an  Employee  who is  not a  member  of a  classification  of  Employees
eligible to participate  in the Plan satisfies the age and service  requirements
specified in the Plan Agreement,  he will begin to participate  immediately upon
becoming a member of an eligible classification. If such an Employee has account
balances  under another plan of the  Employer,  such account  balances  shall be
transferred to the Plan upon the Employee's commencement of participation in the
Plan, if such other plan permits such transfer.

<PAGE>14

ARTICLE 4.  CONTRIBUTIONS

     4.1 Provisions Applicable to All Plans.

     (a)  Payment and Crediting of Contributions.  The Employer shall pay to the
          order of the Trustee the aggregate contributions to the Trust fund for
          each Plan Year. Each contribution shall be accompanied by instructions
          from the Employer,  in the manner  prescribed  by Putnam.  Neither the
          Trustee  nor  Putnam  shall be  under  any  duty to  inquire  into the
          correctness  of the  amount or the timing of any  contribution,  or to
          collect any amount if the  Employer  fails to make a  contribution  as
          provided in the Plan.

     (b)  Time  for  Payment.  Elective  Deferrals  will be  transferred  to the
          Trustee as soon as such  contributions  can  reasonably  be segregated
          from the general  assets of the  Employer,  but in any event within 90
          days  after  the  date  on  which  the   Compensation  to  which  such
          contributions relate is paid. The aggregate of all other contributions
          with  respect to a Plan Year shall be  transferred  to the  Trustee no
          later  than  the  due  date  (including  extensions)  for  filing  the
          Employer's federal income tax return for that Plan Year.


     (c)  Limitations on Allocations.  All  allocations  shall be subject to the
          limitations in Article 6.

     (d)  Establishment  of Accounts.  The Employer will  establish and maintain
          (or  cause to be  established  and  maintained)  for each  Participant
          individual  accounts  adequate to disclose  his  interest in the Trust
          Fund, including such of the following separate accounts as shall apply
          to  the  Participant:   Employer  Contribution  Account,   Participant
          Contribution  Account,  Deductible Employee  Contribution Account, and
          Rollover  Account;  and  in a  Plan  with a  CODA,  Elective  Deferral
          Account, Qualified Nonelective Account, Qualified Matching Account and
          Employer Matching  Account.  The maintenance of such accounts shall be
          only for recordkeeping  purposes,  and the assets of separate accounts
          shall not be required to be segregated for purposes of investment.

     (e)  Restoration of Accounts.  Notwithstanding  any other  provision of the
          Plan,  for any Plan  Year in  which it is  necessary  to  restore  any
          portion of a Participant's Account pursuant to Section 8.3 (b) or 9.5,
          to the extent that the amount of Forfeitures available is insufficient
          to accomplish  such  restoration,  the Employer  shall  contribute the
          amount necessary to eliminate the insufficiency, regardless of whether
          the contribution is currently deductible by the Employer under Section
          404 of  the  Code.  Forfeitures  shall  be  considered  available  for
          allocation pursuant to Sections 4.4 and 5.14 in a Plan Year only after
          all necessary restoration of Accounts has been accomplished.

     4.2. Provisions Applicable Only to Profit Sharing Plans.

     (a)  Amount of Annual  Contribution.  The Employer will contribute for each
          Plan Year as a Profit  Sharing  Contribution  an amount  determined in
          accordance  with the  formula  specified  by the  Employer in the Plan
          Agreement,  less any amounts reapplied for the Plan Year under Section
          6.1 (d), not to exceed the amount  deductible under Section 404 of the
          Code.

     (b)  Allocation of Profit  Sharing  Contributions;  General Rule. As of the
          last day of each Plan Year, the Profit Sharing  Contribution  (and any
          amounts  reapplied  under  Section 6.1 (d)) for the Plan Year shall be
          allocated as indicated by the Employer in the Plan Agreement.

     (c)  Plans Integrated with Social  Security.  If the Employer elects in the
          Plan Agreement an allocation  formula integrated with Social Security,
          Profit Sharing  Contributions (and any amounts reapplied under Section
          6.1 (d)) shall be  allocated  as of the last day of the Plan Year,  as
          follows:


<PAGE>15

          (1)  Top-Heavy Integration Formula. If the Plan is required to provide
               a minimum  allocation for the Plan Year pursuant to the Top-Heavy
               Plan rules of Article 14, or if the Employer has specified in the
               Plan  Agreement that this paragraph (1) will apply whether or not
               the Plan is Top-Heavy, then:

               (A)  First,  among  the  Employer  Contribution  Accounts  of all
                    Qualified  Participants,  in the ratio  that each  Qualified
                    Participant's Earnings bears to all Qualified  Participants'
                    Earnings. The total amount allocated in this manner shall be
                    equal to three percent (3%) of all  Qualified  Participants'
                    Earnings (or, if less, the entire amount to be allocated).

               (B)  Next,  among  the  Employer  Contribution  Accounts  of  all
                    Qualified  Participants  who have  Excess  Earnings,  in the
                    ratio that each Qualified Participant's Excess Earnings. The
                    total  amount  allocated  in this  manner  shall be equal to
                    three  percent (3%) of all  Qualified  Participants'  Excess
                    Earnings  (or, if less,  the entire  amount  remaining to be
                    allocated). In the case of any Qualified Participant who has
                    exceeded the cumulative  permitted disparity limit described
                    in   subparagraph   (5)   below,   all  of  such   Qualified
                    Participant's Earnings shall be taken into account.

               (C)  Next,  among  the  Employer  Contribution  Accounts  of  all
                    Qualified  Participants,  in the ratio  that the sum of each
                    Qualified  Participant's  Earnings and Excess Earnings bears
                    to the  sum  of all  Qualified  Participants'  Earnings  and
                    Excess  Earnings.  The total amount allocated in this manner
                    shall  not   exceed  the  lesser  of  (i)  the  sum  of  all
                    Participants' Earnings and Excess Earnings multiplied by the
                    Top-Heavy  Maximum  Disparity  Percentage  determined  under
                    subparagraph  (1)(E), or (ii) the entire amount remaining to
                    be allocated.  In the case of any Qualified  Participant who
                    has  exceeded  the  cumulative   permitted  disparity  limit
                    described  in  subparagraph   (5)  below,   two  times  such
                    Qualifying   Participant's  Earnings  shall  be  taken  into
                    account.

               (D)  Finally,  any amount  remaining shall be allocated among the
                    Employer Contribution Accounts of all Qualified Participants
                    in the ratio  that  each  Qualified  Participant's  Earnings
                    bears to all Qualified Participants' Earnings.

               (E)  The  Top-Heavy  Maximum  Disparity  Percentage  shall be the
                    lesser of (i) 2.7% or (ii) the  applicable  percentage  from
                    the following table:

<TABLE>
<CAPTION>
     If the Plan's Integration Level is
     more than:                              But not more than:                  The applicable percentage is:

     <S>                                     <C>                                         <C>
     $0                                      The greater of $10,000 or 20% of            2.7 %
                                             the Social Security Wage Base

     The greater of $10,000 or 20 % of       80% of the Social Security Wage             1.3 %
     the Social Security Wage Base           Base

     80% of the Social Security Wage         Less than the Social Security Wage          2.4 %
     Base                                    Base
</TABLE>

          If the Plan's  Integration  Level is equal to the Social Security Wage
     Base, the Top-Heavy Maximum Disparity Percentage is 2.7%.

          (2)  Non-Top-Heavy Integration Formula. If the Plan is not required to
               provide a minimum  allocation  for the Plan Year  pursuant to the
               Top-Heavy  Plan rules of Article  14,  and the  Employer  has not
               specified in the Plan  Agreement  that  paragraph  (1) will apply
               whether or not the Plan is Top-Heavy, then:


<PAGE>16

               (A)  An  amount  equal to (i) the  Maximum  Disparity  Percentage
                    determined under  subparagraph  (2)(C) multiplied by the sum
                    of all Qualified Participants' Earnings and Excess Earnings,
                    or (ii) if less, the entire amount to be allocated, shall be
                    allocated  among the  Employer  Contribution  Account of all
                    Participants  in the  ratio  that the sum of each  Qualified
                    Participant's  Earnings and Excess Earnings bears to the sum
                    of all Qualified Participants' Earnings and Excess Earnings.
                    In case of any  Qualified  Participant  who has exceeded the
                    cumulative    permitted   disparity   limit   described   in
                    subparagraph   (5)   below,   two   times   such   Qualified
                    Participant's Earnings shall be taken into account.

               (B)  Any  amount  remaining  after the  allocation  in  paragraph
                    (2)(A)  shall be allocated  among the Employer  Contribution
                    Accounts  of all  Qualified  Participants  in the ratio that
                    each Qualified Participant's Earnings bears to all Qualified
                    Participants' Earnings.

               (C)  The Maximum Disparity  Percentage shall be the lesser of (i)
                    5.7 % or (ii) the applicable  percentage  from the following
                    table:

<TABLE>
<CAPTION>
     If the Plan's Integration Level is
     more than:                              But not more than:                  The applicable percentage is:

     <S>                                      <C>                                        <C>
     $0                                       The greater of $10,000 or 20% of           5.7 %
                                              the Social Security Wage Base

     The greater of $10,000 or 20% of         80% of the Social Security Wage            4.3 %
     The Social Security Wage Base            Base

     80% of the Social Security Wage          Less than the Social Security Wage         5.4 %
     Base                                     Base
</TABLE>

          If the Plan's  Integration  Level is equal to the Social Security Wage
     Base, the Maximum Disparity Percentage is 5.7 %.

          (3)  In this  Section  4.2,  "Earnings"  means  Earnings as defined in
               Section 2.13.

          (4)  Annual  overall   permitted   disparity  limit.   Notwithstanding
               subparagraphs  (1) through (3) above, for any Plan Year this Plan
               benefits any  Participant  who benefits  under another  qualified
               plan or simplified employee pension (as defined in Section 408(k)
               of  the  Code)  maintained  by the  Employer  that  provides  for
               permitted  disparity  (or  imputes  disparity),   Profit  Sharing
               Contributions   and  Forfeitures  will  be  allocated  among  the
               Employer Contribution  Accounts of all Qualified  Participants in
               the ratio that such Qualified Participant's Earnings bears to the
               Earnings of all Participants.  For all purposes under the Plan, a
               Participant is treated as benefiting under a plan (including this
               Plan) for any plan year during which the Participant  receives or
               is deemed to receive  an  allocation  under a plan in  accordance
               with Section 1.410(b)-3(a) of the Treasury Regulations.


<PAGE>17

          (5)  Cumulative  Permitted  Disparity Limit.  Effective for Plan years
               beginning on or after January 1, 1995, the  cumulative  permitted
               disparity  limit for a  Participant  is 35  cumulative  permitted
               disparity years. Total cumulative permitted disparity years means
               the number of years credited to the Participant for allocation or
               accrual  purposes  under the Plan,  any other  qualified  plan or
               simplified employee pension plan (whether or not terminated) ever
               maintained  by the  Employer.  For  purposes of  determining  the
               Participant's  cumulative  permitted  disparity  limit, all years
               ending in the same calendar year are treated as the same year. If
               the  Participant  has not  benefited  under a defined  benefit or
               target benefit plan for any year beginning on or after January 1,
               1994, the Participant has no cumulative disparity limit.



     4.3. Provisions Applicable Only to Money Purchase Pension Plans.

     (a)  Amount of Annual Contributions.  The Employer will contribute for each
          Plan Year an amount described in paragraph (b) or (c) below, whichever
          is  applicable,  less any  amounts  reapplied  for the Plan Year under
          Section  6.1(d),  not to exceed the amount  deductible  under  Section
          404(c) of the Code.

     (b)  Allocation  of   Contributions;   General  Rule.  The  Employer  shall
          contribute  an amount  equal to the  product  of the  Earnings  of all
          Qualified Participants and the Base Contribution  Percentage,  and the
          contribution  shall be  allocated  as of the last day of the Plan Year
          among the Employer Contribution Accounts of all Qualified Participants
          in the ratio that the Earnings of each Qualified  Participant bears to
          the Earnings of all Qualified Participants. This general rule does not
          apply to a Plan that is integrated with Social Security.

     (c)  Plans Integrated with Social Security.  If the Employer has elected in
          the Plan  Agreement to integrate  the Plan with Social  Security,  the
          Employer shall  contribute an amount equal to the sum of the following
          amounts, and the contribution shall be allocated as of the last day of
          the Plan Year as follows:

          (1)  To  the   Employer   Contribution   Account  of  each   Qualified
               Participant,   an  amount  equal  to  the  product  of  the  Base
               Contribution Percentage and his Earnings, and

          (2)  To  the   Employer   Contribution   Account  of  each   Qualified
               Participant  who has Excess  Earnings,  the product of his Excess
               Earnings and the lesser of (i) the Base  Contribution  Percentage
               or  (ii)  the  Money  Purchase   Maximum   Disparity   Percentage
               determined under paragraph (d).

          (3)  The Base  Contribution  Percentage  shall be no less  than  three
               percent (3%) in either of the  following  circumstances:  (i) any
               Plan Year of a Plan for which the Plan Agreement does not specify
               that the Employer will perform annual Top-Heavy testing,  or (ii)
               any Plan Year in which the Plan is  required to provide a minimum
               allocation for the Plan Year pursuant to the Top-Heavy Plan rules
               of Article 14.

          (4)  Notwithstanding  subparagraphs (1) through (3) above, in the case
               of any  Participant  who has  exceeded the  cumulative  permitted
               disparity  limit  described  in paragraph  (f) below,  the amount
               shall be each Qualified  Participant's Earnings multiplied by the
               percentage determined in subparagraph (2) above.

     (d)  The Money Purchase Maximum Disparity Percentage is equal to the lesser
          of (i)  5.7% or (ii) the  applicable  percentage  from  the  following
          table:
<PAGE>

<TABLE>
<CAPTION>
     If the Plan's Integration Level is
     more than:                              But not more than:                  The applicable percentage is:

     <S>                                     <C>                                         <C>
     $0                                      The greater of $10,000 or 20% of            5.7 %
                                             the Social Security Wage Base

     The greater of $10,000 or 20% of        80% of the Social Security Wage             4.3 %
     the Social Security Wage Base           Base

     80% of the Social Security Wage         Less than the Social Security Wage          5.4 %
     Base                                    Base
</TABLE>

          If the Plan's  Integration  Level is equal to the Social Security Wage
     Base, the Money Purchase Maximum Disparity Percentage is 5.7%.

     (e)  Annual  overall  permitted   disparity  limit.   Notwithstanding   the
          preceding  paragraphs,  for any  Plan  Year  this  Plan  benefits  any
          Participant  who benefits  under another  qualified plan or simplified
          employee pension (as defined in Section 408(k) of the Code) maintained
          by the Employer  that  provides for  permitted  disparity  (or imputes
          disparity),   the  Employer   shall   contribute  for  each  Qualified
          Participant  an amount equal to the Qualified  Participant's  Earnings
          multiplied  by the lesser of (i) the Base  Contribution  Percentage or
          (ii) the Money Purchase Maximum Disparity Percentage  determined under
          paragraph  (d). For all  purposes  under the Plan,  a  Participant  is
          treated as benefiting  under a plan (including this Plan) for any plan
          year during which the Participant  receives or is deemed to receive an
          allocation  under a plan in accordance with Section  1.410(b)-3(a)  of
          the Treasury Regulations.

     (f)  Cumulative  Permitted  Disparity  Limit.   Effective  for  Plan  Years
          beginning  on or after  January  1,  1995,  the  cumulative  permitted
          disparity  limit for a Participant  is 35 total  cumulative  permitted
          disparity years. Total cumulative  permitted disparity years means the
          number of years credited to the  Participant for allocation or accrual
          purposes  under  the  Plan,  any other  qualified  plan or  simplified
          employee  pension  (whether or not terminated)  ever maintained by the
          Employer.  For purposes of determining  the  Participant's  cumulative
          permitted  disparity limit, all years ending in the same calendar year
          are treated as the same year.  If the  Participant  has not  benefited
          under a  defined  benefit  plan or  target  benefit  plan for any year
          beginning  on or  after  January  1,  1994,  the  Participant  has  no
          cumulative disparity limit.

     4.4. Forfeitures.  Forfeitures from Employer Contribution Accounts shall be
used, as elected by the Employer in the Plan  Agreement,  either to reduce other
contributions  required of the Employer, as specified in the Plan Agreement,  or
shall  be  reallocated  as  additional  contributions  by the  Employer.  If the
Employer elects to use Forfeitures from Employer Contribution Accounts to reduce
other contributions  required of the Employer, the amount of such Forfeitures in
a Plan Year shall be treated as a portion of such required contribution.  If the
Employer elects to reallocate Forfeitures from Employer Contribution Accounts as
additional contributions, such forfeitures shall be allocated (i) in the case of
a profit  sharing plan, in accordance  with Section 4.2 (b) (provided  that such
Forfeitures may be allocated under paragraphs (c)(1)(B), (c)(1)(C) and (c)(2)(C)
of Section 4.2 only to the extent that the limitation  described therein has not
been fully  utilized),  and (ii) in the case of a money purchase plan, among the
Employer  Contribution  Accounts of all Qualified  Participants in proportion to
their Earnings for the Plan Year.

     4.5.  Rollover  Contributions.   An  Employee  in  an  eligible  class  may
contribute at any time cash or other property (which is not a collectible within
the  meaning  of  Section  408(m)  of  the  Code)   acceptable  to  the  Trustee
representing  qualified  rollover amounts under Sections 402, 403, or 408 of the
Code.  Amounts so  contributed  shall be credited to a Rollover  Account for the
Participant.



<PAGE>19

     4.6. Participant  Contributions.  If so specified in the Plan Agreement,  a
Participant may make  Participant  Contributions  to the Plan in accordance with
the Plan Agreement. Such contributions, together with any matching contributions
(as defined in section 401(m)(4) of the Code) if applicable, shall be limited so
as to meet the  nondiscrimination  test of  section  401(m) of the Code,  as set
forth in Section 5.10 of the Plan.  Participant  Contributions will be allocated
to the Participant  Contributions Account of the contributing  Participant.  All
Participant Contribution Accounts will be fully vested at all times.

     4.7. No Deductible Employee Contributions. The Plan Administrator shall not
accept deductible employee contributions,  other than those held in a Deductible
Employee  Contribution  Account  transferred  from  a  predecessor  plan  of the
Employer.


<PAGE>20

ARTICLE 5.  CASH OR DEFERRED ARRANGEMENT UNDER SECTION 401(k) (CODA)

     5.1. Applicability; Allocations. This Article 5 applies to any plan adopted
pursuant to Plan  Agreement  #001,  which Plan Agreement by its terms includes a
CODA permitting  Elective  Deferrals to be made under the Plan. The Employer may
specify in the Plan Agreement that  contributions  will be made to the Plan only
under the CODA, or that  contributions  may be made under Section 4.2 as well as
under the CODA.  Allocations to  Participants'  Accounts of  contributions  made
pursuant to this  Article 5 shall be made as soon as  administratively  feasible
after their receipt by the Trustee, but in any case no later than as of the last
day of the Plan Year for which the contributions were made.

     5.2.  CODA  Participation.  Each  Employee  who  has  met  the  eligibility
requirements of Article 3 may make Elective  Deferrals to the Plan by completing
and returning to the Plan Administrator a Deferral Agreement form which provides
that the  Participant's  cash  compensation from the Employer will be reduced by
the amount  indicated in the  Deferral  Agreement,  and that the  Employer  will
contribute an equivalent  amount to the Trust on behalf of the Participant.  The
following rules will govern Elective Deferrals:

     (a)  Subject to the limits specified in the Plan Agreement and set forth in
          Section  5.3,  a  Deferral  Agreement  may  apply  to  any  amount  or
          percentage of the Earnings payable to a Participant in each year, and,
          if so specified by the Employer in the Plan  Agreement,  separately to
          bonuses  payable  to a  Participant  from  time to time,  even if such
          bonuses have otherwise been excluded from Compensation  under the Plan
          Agreement.

     (b)  In accordance  with such  reasonable  rules as the Plan  Administrator
          shall specify,  a Deferral  Agreement will become effective as soon as
          is administratively  feasible after the Deferral Agreement is returned
          to the Plan  Administrator,  and  will  remain  effective  until it is
          modified or  terminated.  No Deferral  Agreement may become  effective
          retroactively.

     (c)  A  Participant  may modify his Deferral  Agreement by  completing  and
          returning to the Plan  Administrator a new Deferral  Agreement form as
          of any of the  dates  specified  in the Plan  Agreement,  and any such
          modification will become effective as described in paragraph (b).

     (d)  A Participant  may  terminate his Deferral  Agreement at any time upon
          advance  written  notice  to the  Plan  Administrator,  and  any  such
          termination will become effective as described in paragraph (b).

     5.3.  Annual  Limit on Elective  Deferrals.  During any  taxable  year of a
Participant,  his Elective Deferrals under the Plan and any other qualified plan
of an Affiliated Employer shall not exceed the dollar limit contained in Section
402(g) of the Code in effect at the beginning of the taxable year.  With respect
to any taxable  year, a  Participant's  Elective  Deferrals for purposes of this
Section 5.3 include all Employer contributions made on his behalf pursuant to an
election to defer under any qualified CODA as described in Section 401(k) of the
Code, any simplified employee pension cash or deferred  arrangement  (SARSEP) as
described  in  Section   402(h)(1)(B)   of  the  Code,  any  eligible   deferred
compensation  plan  under  Section  457 of the Code,  any plan  described  under
Section 501(c)(18) of the Code, and any Employer contributions made on behalf of
the Participant for the purchase of an annuity  contract under Section 403(b) of
the Code  pursuant to a salary  reduction  agreement.  The limit  under  Section
402(g) of the Code on the amount of  Elective  Deferrals  of a  Participant  who
receives a hardship  withdrawal  pursuant to Section 12.2 shall be reduced,  for
the  taxable  year next  following  the  withdrawal,  by the amount of  Elective
Deferrals made in the taxable year of the hardship withdrawal.

     5.4.   Distribution  of  Certain  Elective   Deferrals.   "Excess  Elective
Deferrals"  means those  Elective  Deferrals  described  in Section 5.3 that are
includible in a Participant's  gross income under Section 402(g) of the Code, to
the extent that the  Participant's  aggregate  elective  deferrals for a taxable
year  exceed the dollar  limitation  under that Code  Section.  Excess  Elective
Deferrals shall be treated as Annual  Additions  under the Plan,  whether or not
they are distributed  under this Section 5.4. A Participant may designate to the
Plan any Excess Elective Deferrals made during his taxable year by notifying the
Employer


<PAGE>21

on or  before  the  following  March 15 of the  amount  of the  Excess  Elective
Deferrals to be so designated.  A Participant who has Excess  Elective  Deferral
for a taxable year,  taking into account only his Elective  Deferrals  under the
Plan and any other plans of the  Affiliated  Employers,  shall be deemed to have
designated the entire amount of such Excess Elective Deferrals.

     Notwithstanding any other provision of the Plan, Excess Elective Deferrals,
plus any income and minus any loss  allocable  thereto,  shall be distributed no
later  than  April  15 to any  Participant  to  whose  Account  Excess  Elective
Deferrals were so designated or deemed  designated  for the preceding  year. The
income or loss  allocable  to Excess  Elective  Deferrals  is the income or loss
allocable to the  Participant's  Elective  Deferral Account for the taxable year
multiplied  by a fraction,  the numerator of which is the  Participant's  Excess
Elective   Deferrals  for  the  year  and  the   denominator  of  which  is  the
Participant's  Account balance attributable to Elective Deferrals without regard
to any income or loss occurring during the year.

     To the extent that the return to a  Participant  of his Elective  Deferrals
would  reduce an Excess  Amount  (as  defined in Section  6.5(f)),  such  Excess
Deferrals shall be distributed to the Participant in accordance with Article 6.

     5.5.  Satisfaction  of ADP and ACP Tests.  In each Plan Year, the Plan must
satisfy  the ADP test  described  in Section 5.6 and the ACP test  described  in
Section 5.10.  The Employer may cause the Plan to satisfy the ADP or ACP test or
both tests for a Plan Year by any of the following methods or by any combination
of them:

     (a)  By the distribution of Excess Contributions in accordance with Section
          5.7,  or  the  distribution  of  Excess  Aggregate   Contributions  in
          accordance with Section 5.11, or both; or

     (b)  By  recharacterization  of Excess  Contributions  in  accordance  with
          Section 5.9; or

     (c)  If the  Employer  has so  elected  in the Plan  Agreement,  by  making
          Qualified    Nonelective    Contributions   or   Qualified    Matching
          Contributions  or both,  in  accordance  with the Plan  Agreement  and
          Section 5.12.

     5.6. Actual Deferral  Percentage Test Limit. The Actual Deferral Percentage
(hereinafter  "ADP") for Participants who are Highly  Compensated  Employees for
each  Plan  Year and the ADP for  Participants  who are  Non-Highly  Compensated
Employees for the same Plan Year must satisfy one of the following tests:

     (a)  The ADP for Participants who are Highly Compensated  Employees for the
          Plan Year shall not exceed the ADP for Participants who are Non-Highly
          Compensated Employees for the same Plan Year multiplied by 1.25; or

     (b)  The ADP for Participants who are Highly Compensated  Employees for the
          Plan Year shall not exceed the ADP for Participants who are Non-Highly
          Compensated  Employees  for the  same  Plan  Year  multiplied  by 2.0,
          provided  that the ADP for  Participants  who are  Highly  Compensated
          Employees does not exceed the ADP for  Participants who are Non-Highly
          Compensated Employees by more than two percentage points.

          The following special rules shall apply to the computation of the ADP:

     (c)  "Actual  Deferral   Percentage"   means,  for  a  specified  group  of
          Participants  for a Plan Year,  the average of the ratios  (calculated
          separately  for each  Participant  in the  group) of (1) the amount of
          Employer  contributions  actually  paid over to the Trust on behalf of
          the  Participant for the Plan Year to (2) the  Participant's  Earnings
          for the Plan Year (or,  provided that the Employer applies this method
          to all Employees for a Plan Year, the Participant's  Earnings for that
          portion of the Plan Year during which he was  eligible to  participate
          in the  Plan).  Employer  contributions  on behalf of any  Participant
          shall include: (i) his Elective Deferrals, including


<PAGE>22

          Excess  Elective  Deferrals  of  Highly  Compensated  Employees,   but
          excluding  (A) Excess  Elective  Deferrals of  Non-Highly  Compensated
          Employees  that arise solely from  Elective  Deferrals  made under the
          Plan or another plan  maintained  by an Affiliated  Employer,  and (B)
          Elective  Deferrals  that  are  taken  into  account  in  the  Average
          Contribution  Percentage  test described in Section 5.10 (provided the
          ADP  test is  satisfied  both  with  and  without  exclusion  of these
          Elective  Deferrals),  and excluding  Elective Deferrals returned to a
          Participant  to reduce an Excess Amount as defined in Section  6.5(f);
          and (ii) if the  Employer  has elected to make  Qualified  Nonelective
          Contributions,  such amount of Qualified Nonelective Contributions, if
          any, as shall be  necessary to enable the Plan to satisfy the ADP test
          and not used to satisfy the ACP test;  and (iii) if the  Employer  has
          elected  to make  Qualified  Matching  Contributions,  such  amount of
          Qualified  Matching  Contributions,  if any, as shall be  necessary to
          enable  the Plan to satisfy  the ADP test and not used to satisfy  the
          ACP test. For purposes of computing  Actual Deferral  Percentages,  an
          Employee  who  would  be a  Participant  but for his  failure  to make
          Elective  Deferrals  shall be treated as a Participant on whose behalf
          no Elective Deferrals are made.

     (d)  In the event that the Plan  satisfies  the  requirements  of  Sections
          401(k),  401(a)(4),  or 410(b) of the Code only if aggregated with one
          or  more  other  plans,  or if one or more  other  plans  satisfy  the
          requirements  of such Sections of the Code only if aggregated with the
          Plan, then this Section 5.6 shall be applied by determining the ADP of
          Employees  as if all such  plans  were a single  plan.  For Plan Years
          beginning after December 31, 1989, plans may be aggregated in order to
          satisfy  Section  401(k)  of the code  only if they have the same Plan
          Year.

     (e)  The ADP for any Participant who is a Highly  Compensated  Employee for
          the Plan Year and who is  eligible  to have  Elective  Deferrals  (and
          Qualified    Nonelective    Contributions   or   Qualified    Matching
          Contributions, or both, if these are treated as Elective Deferrals for
          purposes of the ADP test)  allocated to his Accounts under two or more
          CODAs  described in Section  401(k) of the Code that are maintained by
          the  Affiliated  Employers  shall be  determined  as if such  Elective
          Deferrals   (and,   if   applicable,    such   Qualified   Nonelective
          Contributions or Qualified Matching Contributions,  or both) were made
          under a single CODA. If a Highly Compensated Employee  participates in
          two or more CODAs that have  different  Plan Years,  all CODAs  ending
          with or within  the same  calendar  year  shall be treated as a single
          CODA, except that CODAs to which mandatory  disaggregation  applies in
          accordance  with  regulations  issued under Section 401(k) of the Code
          shall be treated as separate CODAs.

     (f)  For purposes of determining the ADP of a Participant who is a 5% owner
          or one of the ten most highly-paid Highly Compensated  Employees,  the
          Elective  Deferrals  (and  Qualified   Nonelective   Contributions  or
          Qualified  Matching  Contributions,  or both,  if these are treated as
          Elective  Deferrals  for purposes of the ADP test) and the Earnings of
          such a  Participant  shall  include the Elective  Deferrals  (and,  if
          applicable, Qualified Nonelective Contributions and Qualified Matching
          Contributions,  or both) and  Earnings for the Plan Year of his Family
          Members (as defined in Section 414(q)(6) of the Code).  Family Members
          of such Highly Compensated  Employees shall be disregarded as separate
          employees  in  determining  the  ADP  both  for  Participants  who are
          Non-Highly  Compensated  Employees and for Participants who are Highly
          Compensated Employees.

     (g)  For  purposes  of  the  ADP  test,   Elective   Deferrals,   Qualified
          Nonelective Contributions and Qualified Matching Contributions must be
          made before the last day of the 12-month period immediately  following
          the Plan Year to which those contributions relate.

     (h)  The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction  of the ADP test and the amount of Qualified  Nonelective
          Contributions or Qualified  Matching  Contributions,  or both, used in
          satisfying the test.

     (i)  The  determination and treatment of the ADP amounts of any Participant
          shall  satisfy such other  requirements  as may be  prescribed  by the
          Secretary of the Treasury.


<PAGE>23

     5.7.  Distribution of Excess Contributions.  "Excess  Contributions" means,
with respect to any Plan Year, the excess of:

     (a)  The aggregate  amount of Employer  contributions  actually  taken into
          account in computing the ADP of Highly  Compensated  Employees for the
          Plan Year, over

     (b)  The maximum  amount of  Employer  contributions  permitted  by the ADP
          test,  determined by reducing  contributions  made on behalf of Highly
          Compensated  Employees  in  order of their  ADPs,  beginning  with the
          highest of such percentages.

     Notwithstanding any other provision of the Plan, Excess Contributions, plus
any income and minus any loss allocable  thereto,  shall be distributed no later
than the last day of each Plan Year to  Participants  to whose  Accounts  Excess
Contributions  were  allocated for the preceding  Plan Year.  The income or loss
allocable  to  Excess  Contributions  is the  income  or loss  allocable  to the
Participant's  Elective  Deferral  Account  (and, if  applicable,  his Qualified
Nonelective  Account or  Qualified  Matching  Account or both) for the Plan Year
multiplied  by a fraction,  the numerator of which is the  Participant's  Excess
Contributions  for the year and the  denominator  is the  Participant's  account
balance   attributable   to  Elective   Deferrals  (and  Qualified   Nonelective
Contributions or Qualified Matching Contributions,  or both, if any of these are
included in the ADP test) without regard to any income or loss occurring  during
the Plan Year.  If such excess  amounts are  distributed  more than 2 1/2 months
after the last day of the Plan Year in which the excess amounts arose, an excise
tax  equal  to 10%  of the  excess  amounts  will  be  imposed  on the  Employer
maintaining the Plan.  Such  distributions  shall be made to Highly  Compensated
Employees on the basis of the  respective  portions of the Excess  Contributions
attributable  to each of them.  Excess  Contributions  shall be  allocated  to a
Participant  who is a family  member  subject to the family  member  aggregation
rules of Section  414(q)(6) of the Code in the proportion that the Participant's
Elective Deferrals (and other amounts treated as his Elective Deferrals) bear to
the  combined  Elective   Deferrals  (and  other  amounts  treated  as  Elective
Deferrals)  of  all of the  Participants  aggregated  to  determine  his  family
members' combined ADP. Excess Contributions shall be treated as Annual Additions
under the Plan.

     Excess  Contributions shall be distributed from the Participant's  Elective
Deferral Account and Qualified Matching Account (if applicable) in proportion to
the Participant's  Elective Deferrals and Qualified  Matching  Contributions (to
the extent used in the ADP test) for the Plan Year. Excess  Contributions  shall
be distributed from the Participant's  Qualified Nonelective Account only to the
extent that such Excess  Contributions  exceed the balance in the  Participant's
Elective Deferral Account and Qualified Matching Account.

     5.8.  Matching  Contributions.  If so specified in the Plan Agreement,  the
Employer will make  Matching  Contributions  to the Plan in accordance  with the
Plan Agreement,  but no Matching  Contribution  shall be made with respect to an
Elective  Deferral  or  a  Participant   Contribution  that  is  returned  to  a
Participant  because  it  represents  an  Excess  Elective  Deferral,  an Excess
Contribution,  an Excess Aggregate  Contribution or an Excess Amount (as defined
in Section 6.5(f));  and if a Matching  Contribution has nevertheless  been made
with  respect to such an Elective  Deferral  or  Participant  Contribution,  the
Matching Contribution shall be forfeited, notwithstanding any other provision of
the Plan.  Employer Matching  Contributions will be allocated among the Employer
Matching  Accounts of Qualified  Participants  in proportion  to their  Elective
Deferrals or Participant Contributions,  if applicable, as specified in the Plan
Agreement.  Employer  Matching  Accounts  shall become  vested  according to the
vesting  schedule  specified  in the  Plan  Agreement,  but  regardless  of that
schedule  shall be  fully  vested  upon the  Participant's  Retirement  (or,  if
earlier,  his fulfillment of the requirements for early  retirement,  if any, or
attainment of the normal  retirement age specified in the Plan  Agreement),  his
death during  employment  with an Affiliated  Employer,  and in accordance  with
Section 18.3. Forfeitures of Employer Matching Contributions,  other than Excess
Aggregate Contributions, shall be made in accordance with Section 8.3.

     5.9.  Recharacterization  of Excess  Contributions.  Provided that the Plan
Agreement  permits  all  Participants  to make  Participant  contributions,  the
Employer may treat a Participant's Excess Contributions as an amount distributed
to the  Participant  and then  contributed  by the  Participant to the Plan as a
Participant Contribution. Recharacterized amounts will remain nonforfeitable and
subject to the same

<PAGE>24

distribution   requirements   as   Elective   Deferrals.   Amounts  may  not  be
recharacterized  by  a  Highly  Compensated   Employee  to  the  extent  that  a
recharacterized amount in combination with other Participant  Contributions made
by that  Employee  would exceed any stated  limit under the Plan on  Participant
Contributions.  Recharacterization  must  occur no later  than two and  one-half
months  after the last day of the Plan Year in which  the  Excess  Contributions
arose,  and is  deemed  to occur  no  earlier  than  the  date  the last  Highly
Compensated  Employee  is  informed  in  writing by the  Employer  of the amount
recharacterized and the consequences  thereof.  Recharacterized  amounts will be
taxable to the Participant for his tax year in which the Participant  would have
received them in cash.

     5.10. Average  Contribution  Percentage Test Limit and Aggregate Limit. The
Average  Contribution  Percentage  (hereinafter  "ACP") for Participants who are
Highly Compensated Employees for each Plan Year and the ACP for Participants who
are Non-Highly  Compensated Employees for the same Plan Year must satisfy one of
the following tests:

     (a)  The ACP for Participants who are Highly Compensated  Employees for the
          Plan Year shall not exceed the ACP for Participants who are Non-Highly
          Compensated Employees for the same Plan Year multiplied by 1.25; or

     (b)  The ACP for Participants who are Highly Compensated  Employees for the
          Plan Year shall not exceed the ACP for Participants who are Non-Highly
          Compensated  Employees  for the same Plan Year  multiplied by two (2),
          provided  that the ACP for  Participants  who are  Highly  Compensated
          Employees does not exceed the ACP for  Participants who are Non-Highly
          Compensated Employees by more than two percentage points.

          The following rules shall apply to the computation of the ACP:

     (c)  "Average   Contribution   Percentage"   means  the   average   of  the
          Contribution Percentages of the Eligible Participants in a group.

     (d)  "Contribution  Percentage" means the ratio (expressed as a percentage)
          of  a   Participant's   Contribution   Percentage   Amounts   to   the
          Participant's  Earnings  for the  Plan  Year  (or,  provided  that the
          Employer  applies this method to all  Employees  for a Plan Year,  the
          Participant's  Earnings for that portion of the Plan Year during which
          he was eligible to participate in the Plan).

     (e)  "Contribution  Percentage  Amounts"  means the sum of the  Participant
          Contributions, Employer Matching Contributions, and Qualified Matching
          Contributions  (to the extent not taken into  account for  purposes of
          the ADP test) made under the Plan on behalf of the Participant for the
          Plan  Year.  Such  Contribution   Percentage   Amounts  shall  include
          Forfeitures of Excess  Aggregate  Contributions  or Employer  Matching
          Contributions  allocated  to the  Participant's  Account,  taken  into
          account in the year in which the  allocation  is made. If the Employer
          has  elected  in the  Plan  Agreement  to make  Qualified  Nonelective
          Contributions,  such amount of Qualified Nonelective Contributions, if
          any, as shall be  necessary to enable the Plan to satisfy the ACP test
          and not  used to  satisfy  the  ADP  test  shall  be  included  in the
          Contribution  Percentage  Amounts.  Elective  Deferrals  shall also be
          included in the Contribution Percentage Amounts to the extent, if any,
          needed to enable the Plan to satisfy the ACP test,  so long as the ADP
          test is met before the  Elective  Deferrals  are used in the ACP test,
          and  continues to be met  following  the  exclusion of those  Elective
          Deferrals that are used to meet the ACP test.

     (f)  "Eligible  Participant"  means any  Employee who is eligible to make a
          Participant  Contribution,   or  an  Elective  Deferral,  if  Elective
          Deferrals   are  taken  into  account  in  the   calculation   of  the
          Contribution   Percentage,   or  to  receive  an   Employer   Matching
          Contribution  (or  a  Forfeiture  thereof)  or  a  Qualified  Matching
          Contribution.

     (g)  "Aggregate  Limit" means the sum of (i) 125% of the greater of the ADP
          of the Non-Highly  Compensated Employees for the Plan Year, or the ACP
          of  Non-Highly  Compensated  Employees  under the Plan subject to Code
          Section 401(m) for the Plan Year beginning with or


<PAGE>25

          within  the Plan Year of the CODA,  and (ii) the lesser of 200% of, or
          two plus, the lesser of the ADP or ACP.  "Lesser" is  substituted  for
          "greater" in clause (i) of the  preceding  sentence,  and "greater" is
          substituted  for  "lesser"  after the phrase  "two plus the" in clause
          (ii) of the preceding  sentence,  if that formulation will result in a
          larger Aggregate Limit.

     (h)  If one or more Highly Compensated Employees participate in both a CODA
          and a plan  subject  to  the  ACP  test  maintained  by an  Affiliated
          Employer,  and the sum of the ADP and ACP of those Highly  Compensated
          Employees subject to either or both tests exceeds the Aggregate Limit,
          then  the  ACP  of  those  Highly   Compensated   Employees  who  also
          participate  in a CODA  will be  reduced  (beginning  with the  Highly
          Compensated  Employee  whose ACP is the highest) so that the Aggregate
          Limit is not  exceeded.  The amount by which each  Highly  Compensated
          Employee's  Contribution Percentage Amount is reduced shall be treated
          as an Excess  Aggregate  Contribution.  In  determining  the Aggregate
          Limit, the ADP and ACP of Highly Compensated  Employees are determined
          after any  corrections  required  to meet the ADP and ACP  tests.  The
          Aggregate  Limit will be considered  satisfied if both the ADP and ACP
          of the Highly Compensated Employees does not exceed 1.25 multiplied by
          the ADP and ACP of the Non-Highly Compensated Employees.

     (i)  For purposes of this  section,  the  Contribution  Percentage  for any
          Participant who is a Highly  Compensated  Employee and who is eligible
          to have Contribution Percentage Amounts allocated to his account under
          two or more plans  described in Section  401(a) of the Code,  or CODAs
          described in Section  401(k) of the Code,  that are  maintained  by an
          Affiliated  Employer,  shall  be  determined  as if the  total of such
          Contribution  Percentage Amounts was made under each plan. If a Highly
          Compensated  Employee  participates  in two or more  CODAs  that  have
          different  plan  years,  all  CODAs  ending  with or  within  the same
          calendar  year shall be treated as single  CODA,  except that CODAs to
          which mandatory  disaggregation applies in accordance with regulations
          issued under  Section  401(k) of the Code shall be treated as separate
          CODAs.

     (j)  In the event that the Plan  satisfies  the  requirements  of  Sections
          401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or
          more  other  plans,  or  if  one  or  more  other  plans  satisfy  the
          requirements  of such Sections of the Code only if aggregated with the
          Plan,  then this  Section  5.10 shall be applied  by  determining  the
          Contribution  Percentage  of  Employees  as if all such  plans  were a
          single plan. For Plan Years beginning  after December 31, 1989,  plans
          may be aggregated in order to satisfy  Section 401(m) of the Code only
          if they have the same Plan Year.

     (k)  For  purposes  of  determining  the   Contribution   Percentage  of  a
          Participant  who is a 5%  owner  or one of the  ten  most  highly-paid
          Highly Compensated Employees,  the Contribution Percentage Amounts and
          Earnings of the Participant shall include the Contribution  Percentage
          Amounts and Earnings  for the plan Year of Family  Members (as defined
          in Section  414(q)(6)  of the  Code).  Family  Members of such  Highly
          Compensated  Employees  shall be disregarded as separate  employees in
          determining the Contribution  Percentage both for Participants who are
          Non-Highly  Compensated  Employees and for Participants who are Highly
          Compensated Employees.

     (l)  For  purposes  of  the  ACP  test,  Employer  Matching  Contributions,
          Qualified   Matching    Contributions   and   Qualified    Nonelective
          Contributions will be considered made for a Plan Year if made no later
          than the end of the  12-month  period  beginning  on the day after the
          close of the Plan Year.

     (m)  The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction  of the ACP test and the amount of Qualified  Nonelective
          Contributions or Qualified  Matching  Contributions,  or both, used in
          the ACP test.

     (n)  The determination and treatment of the Contribution  Percentage of any
          Participant shall satisfy such other requirements as may be prescribed
          by the  Secretary  of  the  Treasury.


<PAGE>26

     5.11. Distribution of Excess Aggregate  Contributions.  Notwithstanding any
other provision of the Plan, Excess Aggregate Contributions, plus any income and
minus any loss allocable thereto,  shall be forfeited if forfeitable,  or if not
forfeitable,  distributed  no  later  than the  last  day of each  Plan  Year to
Participants  to  whose  Accounts  such  Excess  Aggregate   Contributions  were
allocated for the preceding  Plan Year.  The income or loss  allocable to Excess
Aggregate  Contributions  is the income or loss  allocable to the  Participant's
Employer Matching Contribution Account,  Qualified Matching Contribution Account
(if any,  and if all  amounts  therein  are not used in the ADP test),  and,  if
applicable,  Qualified Nonelective Account, Participant Contribution Account and
Elective  Deferral  Account for the Plan Year,  multiplied  by a  fraction,  the
numerator of which is the Participant's  Excess Aggregate  Contributions for the
year  and the  denominator  of  which is the  Participant's  account  balance(s)
attributable to Contribution  Percentage Amounts without regard to any income or
loss occurring  during the Plan Year.  Excess Aggregate  Contributions  shall be
allocated to a Participant who is subject to the family member aggregation rules
of  Section  414(q)(6)  of the Code in the  proportion  that  the  Participant's
Employer  Matching  Contributions  (and other  amounts  treated as his  Employer
Matching  Contributions)  bear to the combined Employer  Matching  Contributions
(and other amounts  treated as Employer  Matching  Contributions)  of all of the
Participants aggregated to determine its family members' combined ACP. If excess
amounts attributable to Excess Aggregate Contributions are distributed more than
2 1/2 months  after the last day of the Plan Year in which such  excess  amounts
arose,  an excise tax equal to 10% of the excess  amounts will be imposed on the
Employer  maintaining the Plan. Excess Aggregate  Contributions shall be treated
as Annual Addition under the Plan.

     Excess  Aggregate  Contributions  shall be  forfeited  if  forfeitable,  or
distributed on a pro-rata basis from the Participant's  Participant Contribution
Account,  Employer  Matching  Account,  and Qualified  Matching Account (and, if
applicable, the Participant's Qualified Nonelective Account or Elective Deferral
Account, or both).

          Excess Aggregate  Contributions  means, with respect to any Plan Year,
     the excess of:

     (a)  The aggregate  Contribution  Percentage  Amounts taken into account in
          computing the numerator of the  Contribution  Percentage  and actually
          made on behalf of Highly Compensated Employees for the Plan Year, over

     (b)  The maximum Contribution  Percentage Amounts permitted by the ACP test
          and the Aggregate Limit (determined by reducing  contributions made on
          behalf of Highly Compensated  Employees in order of their Contribution
          Percentages, beginning with the highest of such percentages).

     Such  determination  shall be made after first determining  Excess Elective
Deferrals  pursuant to Section 5.4, and then  determining  Excess  Contributions
pursuant to Section 5.7.

     5.12.    Qualified    Nonelective    Contributions;    Qualified   Matching
Contributions. An Employer shall make Qualified Nonelective Contributions and/or
Qualified  Matching  Contributions  as  provided  by the  Employer  in the  Plan
Agreement.   Qualified   Nonelective   Contributions   and  Qualified   Matching
Contributions  shall be  allocated  to the  Qualified  Nonelective  Contribution
Accounts and Qualified  Matching  Accounts,  respectively,  of  Participants  as
provided by the Employer in the Plan Agreement.

     5.13. Restriction on Distributions. Except as provided in Sections 5.4, 5.7
and 5.11, no  distribution  may be made from a Participant's  Elective  Deferral
Account,  Qualified  Nonelective  Contribution  Account  or  Qualified  Matching
Account until the occurrence of one of the following events:

     (a)  The Participant's Disability,  death or termination of employment with
          the Affiliated Employers;

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


<PAGE>27

     (c)  The Participant's  attainment of age 591/2(if the Employer has elected
          in the Plan Agreement to permit such distributions); or

     (d)  In the case of an Employer that is a corporation,  the  disposition by
          the Employer to an unrelated  entity of (i)  substantially  all of the
          assets (within the meaning of Section 409(d)(2) of the Code) used in a
          trade or  business  of the  Employer,  if the  Employer  continues  to
          maintain  the Plan  after the  disposition,  but only with  respect to
          Employees  who  continue  employment  with the entity  acquiring  such
          assets;  or (ii) the Employer's  interest in a subsidiary  (within the
          meaning of Section  409(d)(3) of the Code), if the Employer  continues
          to maintain the Plan after the  disposition,  but only with respect to
          Employees who continue employment with such subsidiary.

     In addition,  if the  Employer has elected in the Plan  Agreement to permit
such  distributions,  a distribution  may be made from a Participant's  Elective
Deferral Account in the event of his financial  hardship as described in Section
12.2. All  distributions  upon any of the events listed above are subject to the
conditions of Article 10, Joint and Survivor Annuity Requirements.  In addition,
distributions  made after March 31,  1988,  on account of an event  described in
subsection (b) or (d) above must be made in a lump sum.

     5.14.  Forfeitures of Employer  Matching  Contributions.  Forfeitures  from
Employer Matching Accounts shall be used, as elected by the Employer in the Plan
Agreement,  either to reduce other  contributions  required of the Employer,  as
specified in the Plan Agreement,  or shall be reallocated as additional Employer
Matching  Contributions or Profit Sharing Contributions as specified in the Plan
Agreement.  If the Employer  elects to use  Forfeitures  from Employer  Matching
Accounts to reduce other contributions  required of the Employer,  the amount of
such  Forfeitures  in a  Plan  Year  shall  be  treated  as a  portion  of  such
contribution.  If the Employer  elects to reallocate  Forfeitures  from Employer
Matching  Contributions  as additional  Employer  Matching  Contributions,  such
Forfeitures  shall be allocated in accordance  with Section 5.8. If the Employer
elects to reallocate  Forfeitures from Employer  Matching Accounts as additional
Profit Sharing Contributions,  such Forfeitures shall be allocated in accordance
with Section  4.2(b)  (provided  that such  Forfeitures  may be allocated  under
paragraphs (c)(1)(B),  (c)(1)(C) and (c)(2)(C) of Section 4.2 only to the extent
that the limitation described therein has not been fully utilized).  Forfeitures
of  Excess  Aggregate  Contributions  determined  under  Section  5.10  that are
Employer Matching  Contributions shall be used as provided above in this Section
5.14.

     5.15. Special Effective Dates. If the Plan is adopted as an amendment of an
existing  plan,  the  provisions of Section 5.3 and Section 5.7 through 5.10 are
effective as of the first day of the first Plan Year  beginning  after  December
31, 1986.

<PAGE>28

ARTICLE 6.  LIMITATIONS ON ALLOCATIONS

     6.1 No Additional  Plan. If the Participant does not participate in and has
never  participated  in another  qualified  plan,  or welfare  benefit  fund (as
defined in Section  419(e) of the Code),  or an individual  medical  account (as
defined in Section  415(1)(2) of the Code) which provides an Annual  Addition as
defined in Section 6.5(a), maintained by an Affiliated Employer:

     (a)  The amount of Annual  Additions  (as defined in Section  6.5(a)) which
          may be credited to the Participant's  Accounts for any Limitation Year
          will not exceed  the lesser of the  Maximum  Annual  Additions  or any
          other limitation contained in this Plan. If the Employer  contribution
          that would otherwise be contributed or allocated to the  Participant's
          Account would cause the Annual  Additions for the  Limitation  Year to
          exceed  the  Maximum  Annual  Additions,  the  amount  contributed  or
          allocated  will  be  reduced  so that  the  Annual  Additions  for the
          Limitation Year will equal the Maximum Annual Additions.

     (b)  Before determining a Participant's actual Section 415 Compensation for
          a  Limitation  Year,  the Employer may  determine  the Maximum  Annual
          Additions for the Participant on the basis of a reasonable  estimation
          of the Participant's Section 415 Compensation for the Limitation Year,
          uniformly determined for all Participants similarly situated.

     (c)  As  soon  as  is  administratively  feasible  after  the  end  of  the
          Limitation  Year, the Maximum Annual Additions for the Limitation Year
          will be determined on the basis of the  Participant's  actual  Section
          415 Compensation for the Limitation Year.

     (d)  If pursuant to paragraph  (c), or as a result of the  reallocation  of
          Forfeitures,  or as a result of a reasonable  error in determining the
          amount of Elective  Deferrals that may be made by a  Participant,  the
          Annual  Additions  exceed the  Maximum  Annual  Additions,  the Excess
          Amount will be disposed of as follows:

          (1)  Any  Participant  Contributions  and Elective  Deferrals,  to the
               extent they would reduce the Excess  Amount,  will be returned to
               the Participant.

          (2)  If after the  application  of (1) above an  Excess  Amount  still
               exists,  and the Participant is covered by the Plan at the end of
               the  Limitation  Year,  the  Excess  Amount in the  Participant's
               Accounts will be used to reduce Employer contributions (including
               any allocation of Forfeitures)  for such  Participant in the next
               Limitation   Year,  and  each   succeeding   Limitation  Year  if
               necessary.

          (3)  If after the  application  of (1) above an  Excess  Amount  still
               exists, and the Participant is not covered by the Plan at the end
               of a Limitation  Year, the Excess Amount will be held unallocated
               in a suspense  account.  The suspense  account will be applied to
               reduce future Employer contributions (including allocation of any
               Forfeitures)   for  all  remaining   Participants   in  the  next
               Limitation   Year,  and  each   succeeding   Limitation  Year  if
               necessary.

          (4)  If a  suspense  account  is in  existence  at any  time  during a
               Limitation  Year  pursuant  to  this  Section  6.1(d),   it  will
               participate in the allocation of the Trust's investment gains and
               losses.  If a suspense account is in existence at any time during
               a particular Limitation Year, all amounts in the suspense account
               must be  allocated  and  reallocated  to  Participants'  Accounts
               before any Employer or any Employee  contributions may be made to
               the Plan for that  Limitation  Year.  Excess  amounts  may not be
               distributed to Participants or former Participants.

     6.2.  Additional  Master or Prototype  Plan.  If in addition to this Plan a
Participant  is covered  under  another  qualified  Master or Prototype  defined
contribution plan or a welfare benefit fund (as defined in Section 419(e) of the
Code), or an individual  medical account (as defined in Section 415(1)(2) of the


<PAGE>29

Code) which provides an Annual Addition as defined in Section 6.5(a), maintained
by an Affiliated Employer during any Limitation Year:

     (a)  The Annual Additions which may be credited to a Participant's Accounts
          under  this  Plan for any such  Limitation  Year will not  exceed  the
          Maximum Annual Additions reduced by the Annual Additions credited to a
          Participant's accounts under the other plans and welfare benefit funds
          for the same Limitation  Year. If the Annual Additions with respect to
          the  Participant  under other defined  contribution  plans and welfare
          benefit funds  maintained by an Affiliated  Employer are less than the
          Maximum Annual Additions,  and the Employer  contributions  that would
          otherwise be  contributed or allocated to the  Participant's  Accounts
          under this Plan would cause the Annual  Additions  for the  Limitation
          Year to exceed this limitation, the amount contributed or allocated to
          this Plan will be reduced so that the Annual  Additions under all such
          plans  and funds for the Plan  Year  will  equal  the  Maximum  Annual
          Additions.  If the Annual  Additions  with respect to the  Participant
          under such other defined  contribution plans and welfare benefit funds
          in the  aggregate  are equal to or  greater  than the  Maximum  Annual
          Additions,   no  amount  will  be  contributed  or  allocated  to  the
          Participant's Accounts under this Plan for the Limitation Year.

     (b)  Before determining a Participant's actual Section 415 Compensation for
          a  Limitation  Year,  the Employer may  determine  the Maximum  Annual
          Additions  for the  Participant  in the  manner  described  in Section
          6.1(b).

     (c)  As soon as is  administratively  feasible  after  the end of the  Plan
          Year,  the  Maximum  Annual  Additions  for  the  Plan  Year  will  be
          determined  on the  basis  of the  Participant's  actual  Section  415
          Compensation for the Plan Year.

     (d)  If,  pursuant to Section  6.2(c) or as a result of the  allocation  of
          Forfeitures,  or of a reasonable  error in  determining  the amount of
          Elective  Deferrals  that may be made by him, a  Participant's  Annual
          Additions  under this Plan and such  other  plans  would  result in an
          Excess Amount for a Limitation  Year, the Excess Amount will be deemed
          to consist of the Annual  Additions last allocated under any qualified
          Master or  Prototype  defined  contribution  plan,  except that Annual
          Additions to any welfare  benefit fund or individual  medical  account
          will be deemed to have been allocated  first  regardless of the actual
          allocation date.

     (e)  If an Excess Amount was  allocated to a  Participant  on an allocation
          date of this Plan which  coincides with an allocation  date of another
          plan, the Excess Amount attributed to this Plan will be the product of
          X and Y, where (X) is the total  Excess  Amount  allocated  as of such
          date, and (Y) is the ratio of: (1) the Annual  Additions  allocated to
          the  Participant  for the  Limitation  Year as of such date under this
          Plan to (2) the total Annual  Additions  allocated to the  Participant
          for the  Limitation  Year as of such  date  under  this and all  other
          qualified Master or Prototype defined contribution plans.

     (f)  Any Excess  Amount  attributed to this Plan will be disposed of in the
          manner described in Section 6.1(d).

     6.3.  Additional  Non-Master or  Non-Prototype  Plan. If the Participant is
covered under  another  qualified  defined  contribution  plan  maintained by an
Affiliated  Employer which is not a Master or Prototype plan,  Annual  Additions
which may be  credited  to the  Participant's  Accounts  under this Plan for any
Limitation  Year will be limited in  accordance  with  Section 6.2 as though the
other plan were a Master or Prototype plan,  unless the Employer  provides other
limitations in the Plan Agreement.

     6.4.  Additional Defined Benefit Plan. If an Affiliated Employer maintains,
or at any time  maintained,  a  qualified  defined  benefit  plan  covering  any
Participant  in this Plan,  the sum of the  Participant's  Defined  Benefit Plan
Fraction  and  Defined  Contribution  Plan  Fraction  will not exceed 1.0 in any
Limitation Year. The Annual Additions which may be credited to the Participant's
Accounts under this Plan for any  Limitation  Year will be limited in accordance
with the Plan Agreement.


<PAGE>30

     6.5. Definitions.

     (a)  Annual Additions means the sum of the following  amounts credited to a
          Participant's Accounts for the Limitation Year:

          (1)  Employer contributions;

          (2)  For any  Limitation  Year  beginning  after  December  31,  1986,
               Participant Contributions;

          (3)  Forfeitures;

          (4)  Amounts allocated after March 31, 1984 to any individual  medical
               account,  as defined in Section  415(l)(2) of the Code,  which is
               part of a pension or annuity  plan  maintained  by an  Affiliated
               Employer;

          (5)  Amounts derived from contributions paid or accrued after December
               31, 1985,  in taxable  years  ending  after such date,  which are
               attributable to postretirement  medical benefits allocated to the
               separate  account  of a  key  Employee,  as  defined  in  Section
               419A(d)(3) of the Code,  under a welfare  benefit fund as defined
               in  Section  419(e)  of the  Code,  maintained  by an  Affiliated
               Employer; and

          (6)  In a Plan that includes a CODA, Excess Elective Deferrals, Excess
               Contributions (including  recharacterized Elective Deferrals) and
               Excess Aggregate Contributions.

               For this purpose, any Excess Amount applied under Sections 6.1(d)
          or 6.2(e) in the Limitation Year to reduce Employer contributions will
          be considered  Annual Additions for such Limitation Year. Any rollover
          contribution will not be considered an Annual Addition.

     (b)  Section 415 Compensation  means, for a Self-Employed  Individual,  his
          Earned Income; and for any other Participant,  his "Form W-2 earnings"
          as defined in Section  2.8, if the  Employer  has elected in item 7 of
          the Plan  Agreement a definition  of  Compensation  based on "Form W-2
          earnings"; or if the Employer has not so elected, his wages, salaries,
          and fees for  professional  services  and other  amounts  received for
          personal  services  actually rendered in the course of employment with
          the  Employer  maintaining  the Plan  (including,  but not limited to,
          commissions paid salesmen, compensation for services on the basis of a
          percentage  of  profits,  commissions  on  insurance  premiums,  tips,
          bonuses,   fringe  benefits  and   reimbursements   or  other  expense
          allowances  under a  non-accountable  plan as  described in Income Tax
          Regulations Section 1.62-2(c)), and excluding the following:

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

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

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

          (4)  Other  amounts   which   received   special  tax   benefits,   or
               contributions made by the Employer (whether or not under a salary
               reduction agreement) towards


<PAGE>31

               the purchase of an annuity  contract  described in Section 403(b)
               of the  Code  (whether  or not  the  contributions  are  actually
               excludable from the gross income of the Participant).

          For  purposes of applying the  limitations  of this Article 6, Section
     415  Compensation  for a  Limitation  Year is the Section 415  Compensation
     actually paid or made available during such Limitation Year.

     (c)  Defined Benefit  Fraction means a fraction,  the numerator of which is
          the sum of the  Participant's  Projected Annual Benefits under all the
          defined  benefit plans (whether or not  terminated)  maintained by the
          Affiliated  Employers,  and the  denominator of which is the lesser of
          125% of the dollar  limitation in effect for the Limitation Year under
          Sections  415(b)  and (d) of the  Code,  or 140% of the  Participant's
          Highest Average  Compensation  including any adjustments under Section
          415(b) of the Code.  Notwithstanding the foregoing, 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 an Affiliated  Employer which were in existence on
          May 6, 1986,  the  denominator  of this fraction will not be less than
          125% of the sum of the annual  benefits  under  such  plans  which the
          Participant  had accrued as of the close of the last  Limitation  Year
          beginning before January 1, 1987  disregarding any change 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 Section 415 of the Code for
          all Limitation Years beginning before January 1, 1987.

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

     (e)  Defined Contribution Fraction means a fraction, the numerator of which
          is the sum of the Annual Additions to the Participant's accounts under
          all  the  defined  contribution  plans  (whether  or  not  terminated)
          maintained  by  Affiliated  Employers  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 Affiliated
          Employers,  and  the  Annual  Additions  attributable  to all  welfare
          benefit  funds,  as  defined  in  Section  419(e)  of  the  Code,  and
          individual  medical  accounts,  as defined in Section 415(l)(2) of the
          Code),  and the  denominator of which is the sum of the Maximum Annual
          Additions  for the current and all prior  Limitation  Years of service
          with  the  Affiliated  Employers  (regardless  of  whether  a  defined
          contribution  plan was  maintained by any  Affiliated  Employer).  The
          Maximum Annual Additions in any Plan Year is the lesser of 125% of the
          dollar limitation determined under Sections 415(b) and (d) of the Code
          in  effect  under  Section  415(c)(1)(A)  of the  Code,  or 35% of the
          Participant's  Section 415 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 an Affiliated 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 product of the excess of the
          sum of the fractions over 1.0,  multiplied by the  denominator of this
          fraction,  will be permanently  subtracted  from the numerator of this
          fraction.  The adjustment is calculated  using 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 after May 5, 1986,  but using the  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
          100% of nondeductible Employee contributions as Annual Additions.

     (f)  Excess Amount means,  with respect to any  Participant,  the amount by
          which Annual Additions exceed the Maximum Annual Additions.


<PAGE>32

     (g)  Highest Average  Compensation  means the average  compensation for the
          three consecutive Years of Service with the Employer that produces the
          highest average. For this purpose, a Year of Service with the Employer
          is determined based on the Plan Year.

     (h)  Limitation Year means the Plan Year. All qualified plans maintained by
          the Employer must use the same Limitation Year. If the Limitation Year
          is amended to a different  period of 12  consecutive  months,  the new
          Limitation  Year must begin on a date  within the  Limitation  Year in
          which the amendment is made.

     (i)  Master or Prototype plan means a plan the form of which is the subject
          of a favorable opinion letter from the Internal Revenue Service.

     (j)  Maximum Annual  Additions,  which is the maximum annual  addition that
          may be contributed or allocated to a  Participant's  account under the
          plan for any Limitation Year, means an amount not exceeding the lesser
          of (a) the Defined  Contribution  Dollar  Limitation or (b) 25% of the
          Participant's  Section 415  Compensation  for the Limitation Year. The
          compensation  limitation  referred  to in (b)  shall  not apply to any
          contribution  for  medical  benefits  (within  the  meaning of Section
          401(h) or Section  419A(f)(2) of the Code) which is otherwise  treated
          as an Annual Addition under Section 415(l)(1) or Section 419A(d)(2) of
          the Code.

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

                             number of months in the
                              short Limitation Year
                              ---------------------
                                       12

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

          (1)  The Participant will continue  employment until normal retirement
               age under the Plan (or current age, if later), and

          (2)  The  Participant's  Section  415  Compensation  for  the  current
               Limitation Year and all other relevant  factors used to determine
               benefits  under  the plan will  remain  constant  for all  future
               Limitation Years.

<PAGE>33

ARTICLE 7.  ELIGIBILITY FOR DISTRIBUTION OF BENEFITS

     7.1.   Retirement.   After  his  Retirement,   the  amount  credited  to  a
Participant's  Accounts will be distributed to him in accordance with Article 9.
The  termination of a  Participant's  employment  with the Affiliated  Employers
after he has (i)  attained  the  normal  retirement  age  specified  in the Plan
Agreement,  (ii)  fulfilled  the  requirements  for  early  retirement  (if any)
specified in the Plan  Agreement,  or (iii) become  Disabled will constitute his
Retirement.  Upon a Participant's  Retirement (or, if earlier, his attainment of
the normal  retirement age specified in the Plan Agreement or fulfillment of the
requirements for early retirement,  if any, specified in the Plan Agreement) the
Participant's  Accounts  shall become fully  vested,  regardless  of the vesting
schedule  specified by the Employer in the Plan  Agreement.  A  Participant  who
separates from service with any vested balance in his Accounts, after satisfying
the service  requirements  for early retirement (if any is specified in the Plan
Agreement) but before  satisfying the age requirement  for early  retirement (if
any is  specified  in the Plan  Agreement),  shall be entitled to a fully vested
early retirement benefit upon his satisfaction of such age requirement.

     7.2. Death. If a Participant  dies before the  distribution of his Accounts
has been completed, his Beneficiary will be entitled to distribution of benefits
in accordance with Article 9. A Participant's  Accounts will become fully vested
upon  his  death  before  termination  of his  employment  with  the  Affiliated
Employers,  regardless of the vesting schedule  specified by the Employer in the
Plan Agreement.

     A Participant  may designate a Beneficiary  by completing  and returning to
the Plan Administrator a form provided for this purpose.  The form most recently
completed and returned to the Plan Administrator  before the Participant's death
shall  supersede  any earlier  form. If a  Participant  has not  designated  any
Beneficiary  before his death,  or if no Beneficiary so designated  survives the
Participant,  his Beneficiary  shall be his surviving  spouse, or if there is no
surviving spouse, his estate. A married  Participant may designate a Beneficiary
other than his spouse only if his spouse consents in writing to the designation,
and the spouse's consent acknowledges the effect of the consent and is witnessed
by a  notary  public  or a  representative  of  the  Plan.  The  beneficiary  or
beneficiaries  named in the designation to which the spouse has so consented may
not be changed  without  further written spousal consent unless the terms of the
spouse's  original  written  consent   expressly  permit  such  a  change,   and
acknowledge  that the  spouse  voluntarily  relinquishes  the right to limit the
consent to a specific  beneficiary.  The marriage of a Participant shall nullify
any designation of a beneficiary  previously executed by the Participant.  If it
is  established  to  the  satisfaction  of  the  Plan   Administrator  that  the
Participant has no spouse or that the spouse cannot be located,  the requirement
of spousal consent shall not apply. Any spousal consent,  or establishment  that
spousal  consent cannot be obtained,  shall apply only to the particular  spouse
involved.

     7.3.  Other  Termination  of  Employment.  A Participant  whose  employment
terminates for any reason other than his Retirement or death will be entitled to
distribution,  in accordance  with Article 9, of benefits equal to the amount of
the vested balance of his Accounts as determined under Article 8.

<PAGE>34

ARTICLE 8.  VESTING

     8.1. Vested Balance. The vested balance of a Participant's Accounts will be
determined as follows:

     (a)  General Rule. A  Participant's  Participant  Contribution  Account and
          Rollover  Account  shall be fully  vested  at all  times.  The  vested
          portion of his  Employer  Contribution  Account  shall be equal to the
          percentage that corresponds,  in the vesting schedule specified in the
          Plan  Agreement,  to the  number of Years of Service  credited  to the
          Participant  as of  the  end of the  Year  of  Service  in  which  his
          employment terminates.

     (b)  Special   Rules  for  CODA.   In  a  Plan  that  includes  a  CODA,  a
          Participant's   Elective  Deferral  Account,   Qualified   Nonelective
          Account,  and Qualified  Matching Account shall be fully vested at all
          times.  The vested portion of his Employer  Matching  Account shall be
          equal to the  percentage  that  corresponds,  in the vesting  schedule
          specified  in the Plan  Agreement,  to the  number of Years of Service
          credited  to the  Participant  as of the end of the Year of Service in
          which his employment terminates.

     (c)  Retirement.  All of a Participant's Accounts shall become fully vested
          upon his Retirement or his earlier  attainment of early retirement age
          (if any) or the normal  retirement  age elected by the Employer in the
          Plan Agreement.

     For so long as a former  Employee  does not  receive a  distribution  (or a
deemed  distribution) of the vested portion of his Accounts,  the  undistributed
portion shall be held in a separate account which shall be invested  pursuant to
Section 13.3 and shall share in earnings  and losses of the Trust Fund  pursuant
to Section 13.4 in the same manner as the Accounts of active Participants.

     8.2. Vesting of Accounts of Returned Former Employees.  The following rules
apply in  determining  the vested  portion of the Accounts of a Participant  who
incurs one or more  consecutive  One-Year  Vesting  Breaks  and then  returns to
employment with an Affiliated Employer:

     (a)  If the  Participant  incurred  fewer  than five  consecutive  One-Year
          Vesting  Breaks,  then all of his Years of Service  will be taken into
          account in determining the vested portion of his Accounts,  as soon as
          he  has  completed  one  Year  of  Service  following  his  return  to
          employment.

     (b)  If the Participant  incurred five or more consecutive One-Year Vesting
          Breaks, then:

          (1)  no Year of Service  completed after his return to employment will
               be taken into account in  determining  the vested  portion of his
               Accounts  as of any time before he  incurred  the first  One-Year
               Vesting Break;

          (2)  years of Service  completed before he incurred the first One-Year
               Vesting Break will not be taken into account in  determining  the
               vested portion of his Accounts as of any time after his return to
               employment  (i) unless some portion of his Employer  Contribution
               Account or Employer  Matching Account had become vested before he
               incurred the first One-Year  Vesting Break, and (ii) until he has
               completed one Year of Service following his return to employment;
               and

          (3)  separate  sub-accounts  will be maintained for the  Participant's
               pre-break  and  post-break  Employer   Contribution  Account  and
               Employer Matching Account,  until both sub-accounts  become fully
               vested.  Both  sub-accounts will share in the earnings and losses
               of the Trust Fund.


<PAGE>35

     8.3.  Forfeiture of Non-Vested  Amount.  The portion of a former Employee's
Account that has not become  vested under  Section 8.1 shall become a Forfeiture
in accordance with the following  rules,  and shall be reallocated in accordance
with  Section 4.4 or Section 5.14  (whichever  applies) no later than the end of
the Plan Year in which it becomes a Forfeiture.

     (a)  If  Distribution  Is Made.  If any or all of the  vested  portion of a
          Participant's  Accounts is distributed in accordance  with Section 9.1
          or 9.2 before the Participant incurs five consecutive One-Year Vesting
          Breaks,   the  nonvested  portion  of  his  Accounts  shall  become  a
          Forfeiture  in the Plan Year in which  the  distribution  occurs.  For
          purposes of this Section 8.3, if the value of the vested  portion of a
          Participant's  Accounts is zero,  the  Participant  shall be deemed to
          have  received  a  distribution  of the entire  vested  balance of his
          Accounts  on the day his  employment  terminates.  If the  Participant
          elects to have  distributed less than the entire vested portion of his
          Employer Contribution Account or Employer Matching Accounts,  the part
          of the  nonvested  portion that will become a Forfeiture  is the total
          nonvested portion multiplied by a fraction,  the numerator of which is
          the amount of the  distribution  and the  denominator  of which is the
          total value of the entire vested portion of such Accounts.

     (b)  Right of  Repayment.  If a  Participant  who  receives a  distribution
          pursuant to paragraph  (a) returns to  employment  with an  Affiliated
          Employer,  the  balance  of  his  Employer  Contribution  Account  and
          Employer  Matching  Account  will be  restored  to the  amount of such
          balance on the date of distribution, if he repays to the Plan the full
          amount  of the  distribution,  before  the  earlier  of (i) the  fifth
          anniversary  of his  return to  employment  or (ii) the date he incurs
          five  consecutive  One-Year  Vesting  Breaks  following  the  date  of
          distribution.  If an  Employee  is  deemed to  receive a  distribution
          pursuant to this Section 8.3, and he resumes  employment covered under
          this Plan before the date he incurs five consecutive  One-Year Vesting
          Breaks, upon his reemployment the Employer-derived  account balance of
          the Employee will be restored to the amount on the date of such deemed
          distribution. Such restoration will be made, first, from the amount of
          any Forfeitures  available for  reallocation as of the last day of the
          Plan Year in which  repayment is made, to the extent  thereof;  and to
          the extent that  Forfeitures are not available or are  insufficient to
          restore the balance,  from contributions made by the Employer pursuant
          to Section 4.1(e).

     (c)  If  No  Distribution   Is  Made.  If  no   distribution   (nor  deemed
          distribution)  is  made  to  a  Participant   before  he  incurs  five
          consecutive  One-Year  Vesting  Breaks,  the nonvested  portion of his
          Accounts  shall become a  Forfeiture  at the end of the Plan Year that
          constitutes his fifth consecutive One-Year Vesting Break.

     (d)  Adjustment   of  Accounts.   Before  a  Forfeiture   is  incurred,   a
          Participant's Accounts shall share in earnings and losses of the Trust
          Fund  pursuant to Section  13.4 in the same manner as the  Accounts of
          active Participants.

     (e)  Accumulated Deductible Contributions.  For Plan Years beginning before
          January 1, 1989, a  Participant's  vested  Account  balance  shall not
          include  accumulated  deductible  contributions  within the meaning of
          Section 72(o)(5)(B) of the Code.

     8.4. Special Rule in the Event of a Withdrawal. If a withdrawal pursuant to
Section 12.2,  12.3 or 12.4 is made from a Participant's  Employer  Contribution
Account or Employer Matching Account before the Account is fully vested, and the
Participant may increase the vested  percentage in the Account,  then a separate
account will be established at the time of the  withdrawal,  and at any relevant
time after the  withdrawal  the vested  portion of the separate  account will be
equal to the amount "X" determined by the following formula:

                               X = P (AB + D) - D

For purposes of the formula,  P is the  Participant's  vested  percentage at the
relevant  time,  AB is the account  balance at the relevant  time,  and D is the
amount of the withdrawal.


<PAGE>36

     8.5.  Vesting  Election.  If the Plan is  amended  to  change  any  vesting
schedule,  or is amended in any way that  directly  or  indirectly  affects  the
computation of a  Participant's  vested  percentage,  each  Participant  who has
completed  not less than three Years of Service may elect,  within a  reasonable
period after the adoption of the  amendment or change,  in a writing  filed with
the  Employer  to have his vested  percentage  computed  under the Plan  without
regard to such  amendment.  For a Participant  who is not credited with at least
one Hour of  Service in a Plan Year  beginning  after  December  31,  1988,  the
preceding  sentence shall be applied by substituting "five Years of Service" for
"three Years of Service." The period during which the election may be made shall
commence with the date the amendment is adopted, or deemed to be made, and shall
end on the latest of (a) 60 days after the  amendment  is  adopted;  (b) 60 days
after the amendment becomes  effective;  or (c) 60 days after the Participant is
issued written notice of the amendment by the Employer.

<PAGE>37

ARTICLE 9.  PAYMENT OF BENEFITS

     9.1.  Distribution of Accounts. A Participant or Beneficiary who has become
eligible  for a  distribution  of  benefits  pursuant  to Article 7 may elect to
receive such benefits at any time,  subject to the terms and  conditions of this
Article 9, Article 10 and Article 11. Unless a Participant or Beneficiary elects
otherwise,  distribution of benefits will begin no later than the 60th day after
the end of the Plan Year in which the latest of the following events occurs:

     (a)  The Participant  attains age 65 (or if earlier,  the normal retirement
          age specified by the Employer in the Plan Agreement); or

     (b)  The tenth  anniversary of the year in which the Participant  commenced
          participation in the Plan; or

     (c)  The Participant's employment with the Affiliated Employers terminates.

     A  Beneficiary  who is the surviving  spouse of a Participant  may elect to
have  distribution  of benefits  begin within the 90-day  period  following  the
Participant's death.

     For purposes of this Section  9.1,  the failure of a  Participant  (and his
spouse,  if spousal consent is required  pursuant to Article 10) to consent to a
distribution while a benefit is "immediately  distributable"  within the meaning
of Section 9.2 shall be considered an election to defer commencement of payment.
If the Employer has so specified in the Plan Agreement,  the vested portion of a
Participant's  Accounts will be  distributed in a lump sum in cash no later than
60 days after the end of the Plan Year in which his employment terminates, if at
the time the Participant  first became  entitled to a distribution  the value of
such vested portion  derived from Employer and Employee  contributions  does not
exceed $3,500.  Commencement  of  distributions  in any case shall be subject to
Section 9.4.

     9.2.  Restriction  on  Immediate  Distributions.  A  Participant's  account
balance is  considered  "immediately  distributable"  if any part of the account
balance could be distributed to the Participant (or his surviving spouse) before
the Participant  attains,  or would have attained if not deceased,  the later of
the normal retirement age specified in the Plan Agreement or age 62.

     (a)  If the value of a  Participant's  vested account  balance derived from
          Employer  and  Employee  contributions  exceeds (or at the time of any
          prior  distribution  exceeded)  $3,500,  and the  account  balance  is
          immediately  distributable,  the  Participant and his spouse (or where
          either the  Participant  or the spouse has died),  the  survivor  must
          consent to any such  distribution,  unless an  exception  described in
          paragraph (b) applies.  The consent of the  Participant and his spouse
          shall be obtained in writing  within the 90-day  period  ending on the
          annuity  starting date, which is the first day of the first period for
          which an amount is paid as an annuity  (or any other  form).  The Plan
          Administrator  shall notify the  Participant  and the spouse,  no less
          than 30 days and no more  than 90 days  before  the  annuity  starting
          date, of the right to defer any distribution  until the  Participant's
          account  balance  is  no  longer   immediately   distributable.   Such
          notification  shall  include a  general  description  of the  material
          features of the optional forms of benefit available under the Plan and
          an  explanation  of their  relative  values,  in a manner  that  would
          satisfy the notice requirements of Section 417(a)(3) of the Code. If a
          distribution  is one to which Sections  401(a)(11) and 417 of the Code
          do not apply,  such  distribution may commence less than 30 days after
          the required notification is given, provided that:

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

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


<PAGE>38

     (b)  Notwithstanding  paragraph (a), only the  Participant  need consent to
          the  commencement  of a distribution  in the form of a Qualified Joint
          and  Survivor   Annuity  while  the  account  balance  is  immediately
          distributable.  Furthermore,  if  payment  in the form of a  Qualified
          Joint  and  Survivor  Annuity  is not  required  with  respect  to the
          Participant  pursuant  to  Section  10.1(b)  of  the  Plan,  only  the
          Participant  need consent to the  distribution  of an account  balance
          that  is  immediately  distributable.   Neither  the  consent  of  the
          Participant  nor the spouse  shall be  required  to the extent  that a
          distribution is required to satisfy Selection 401(a)(9) or Section 415
          of the Code. In addition,  upon  termination  of the Plan, if the Plan
          does not offer an annuity option purchased from a commercial provider,
          and no Affiliated Employer maintains another defined contribution plan
          (other than an  employee  stock  ownership  plan as defined in Section
          4975(e)(7)  of the Code),  a  Participant's  account  balance shall be
          distributed to the Participant  without his consent. If any Affiliated
          Employer  maintains  another defined  contribution plan (other than an
          employee stock ownership plan as defined in Section  4975(e)(7) of the
          Code), a  Participant's  account  balance shall be transferred to that
          defined  contribution plan without his consent,  unless he consents to
          an   immediate   distribution.   For  purposes  of   determining   the
          applicability of the foregoing  consent  requirements to distributions
          made  before  the  first day of the first  Plan Year  beginning  after
          December 31, 1988, the Participant's  vested account balance shall not
          include  amounts  attributable  to  accumulated   deductible  employee
          contributions within the meaning of Section 72(o)(5)(B) of the Code.

     9.3.  Optional  Forms of  Distribution.  Provided  that the Employer has so
elected  in the Plan  Agreement,  if at the  time a  Participant  first  becomes
entitled to a distribution  the value of his vested Account balance derived from
Employer and Employee  contributions does not exceed $3,500,  distribution shall
be made in a lump sum in cash.  Subject  to the  preceding  sentence  and to the
rules of Article 10 concerning  joint and survivor  annuities,  a Participant or
Beneficiary  may elect to  receive  benefits  in any of the  following  optional
forms:

     (a)  A lump sum  payment.  If a  Participant's  Accounts  are  invested  in
          Employer  Stock, a lump sum payment may be made in cash or in Employer
          Stock or in a combination of both;

     (b)  A  series  of  installments  over a  period  certain  that  meets  the
          requirements of Article 11;

     (c)  A   nontransferable   annuity   contract,   purchased   by  the   Plan
          Administrator  from a commercial  provider,  with terms complying with
          the requirements of Article 11; provided, however, that an annuity for
          the life of any  person  shall be  available  as an  optional  form of
          distribution  only  if  the  Employer  has  so  elected  in  the  Plan
          Agreement; or

     (d)  In the event that the Plan is adopted as an  amendment  to an existing
          plan, any optional form of  distribution  available under the existing
          plan. Such optional forms of distribution  may be made available where
          necessary  through  the  purchase  by  the  Plan  Administrator  of an
          appropriate  annuity contract in accordance with paragraph (c). If the
          Plan is a direct or indirect  transferee  of a defined  benefit  plan,
          money purchase plan,  target benefit plan, stock bonus plan, or profit
          sharing plan which is subject to the survivor annuity  requirements of
          Sections  401(a)(11) and 417 of the Code, the provisions of Article 10
          shall apply.

     9.4.   Distribution   Procedure.   The  Trustee   shall  make  or  commence
distributions  to or for the  benefit  of  Participants  only on  receipt  of an
instruction  from the  Employer  in writing  or by such other  means as shall be
acceptable to the Trustee,  certifying  that a distribution  of a  Participant's
benefit is payable  pursuant to the Plan,  and specifying the time and manner of
payment.  The amount to be  distributed  shall be determined as of the Valuation
Date coincident with or next following the Employer's  order.  The Trustee shall
be fully  protected  in acting  upon the  directions  of the  Employer in making
benefit  distributions,  and  shall  have no duty to  determine  the  rights  or
benefits of any person  under the Plan or to inquire  into the right or power of
the Employer to direct any such  distribution.  The Trustee shall be entitled to
assume  conclusively  that any  determination  by the Employer with respect to a
distribution meets the


<PAGE>39

requirements  of the Plan. The Trustee shall not be required to make any payment
hereunder in excess of the net realizable  value of the assets of the Account in
question at the time of such payment, nor to make any payment in cash unless the
Employer has furnished instructions as to the assets to be converted to cash for
the purposes of making payment.

     9.5. Lost Distributee.  In the event that the Plan  Administrator is unable
with reasonable  effort to locate a person  entitled to  distribution  under the
Plan, the Accounts  distributable  to such a person shall become a Forfeiture at
the end of the third Plan Year after the Plan  Administrator's  effort to locate
such person began; provided, however, that the amount of the Forfeiture shall be
restored in the event that such person  thereafter  submits a claim for benefits
under  the  Plan.  Such  restoration  will be made,  first,  from the  amount of
Forfeitures  available for  reallocation  as of the last day of the Plan Year in
which  the  claim  is  made,  to the  extent  thereof;  and to the  extent  that
Forfeitures are not available or are  insufficient to restore the balance,  from
contributions  made by the  Employer  pursuant to Section  4.1(e).  A Forfeiture
occurring  under  this  Section  9.5 shall be  reallocated  as though it were an
Employer contribution.

     9.6.  Direct  Rollovers.  Notwithstanding  any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this Section,
a distributee  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 distributee in a direct
rollover.  For purposes of this Section 9.6,  the  following  definitions  shall
apply:

     (a)  Eligible Rollover  Distribution:  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 distributees and the distributee's
          Designated  Beneficiary  (as  defined  in  Section  11.3),  or  for  a
          specified  period of ten years or more, any distribution to the extent
          such distribution is required under section 401(a)(9) of the Code, 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).

     (b)  Eligible Retirement Plan. An eligible retirement plan is an individual
          retirement  account  described  in  section  408(a)  of the  Code,  an
          individual retirement annuity described in section 408(b) of the Code,
          an  annuity  plan  described  in  section  403(a)  of the  Code,  or a
          qualified  trust described in section 401(a) of the Code, 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.

     (c)  Distributee. A distributee 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  are
          distributees  with  regard  to the  interest  of the  spouse or former
          spouse.

     (d)  Direct  Rollover.  A direct  rollover  is a payment by the Plan to the
          eligible retirement plan specified by the distributee.

     9.7. Distributions Required by a Qualified Domestic Relations Order. To the
extent required by a Qualified  Domestic Relations Order, the Plan Administrator
shall make  distributions  from a Participant's  Accounts to any alternate payee
named in such  order  in a  manner  consistent  with  the  distribution  options
otherwise  available  under the Plan,  regardless of whether the  Participant is
otherwise entitled to a distribution at such time under the Plan.

<PAGE>40

ARTICLE 10.  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

     10.1. Applicability.

     (a)  Generally.   The  provisions  of  Sections  10.2  through  10.5  shall
          generally  apply to a  Participant  who is credited  with at least one
          Hour  of  Service  on  or  after  August  23,  1984,  and  such  other
          Participants as provided in Section 10.6.

     (b)  Exception for Certain  Plans.  The provisions of Sections 10.2 through
          10.5 shall not apply to a Participant in a profit sharing plan if: (i)
          the  Participant  does not or cannot elect  payment of benefits in the
          form of a life annuity, and (ii) on the death of the Participant,  his
          Vested  Account  Balance will be paid to his surviving  spouse (unless
          there is no surviving spouse, or the surviving spouse has consented to
          the  designation of another  Beneficiary  in a manner  conforming to a
          Qualified  Election)  and  the  surviving  spouse  may  elect  to have
          distribution  of the Vested  Account  Balance  (adjusted in accordance
          with   Section   13.4  for  gains  or  losses   occurring   after  the
          Participant's  death) commence within the 90-day period  following the
          date of the Participant's death. The Participant may waive the spousal
          death benefit  described in this  paragraph (b) at any time,  provided
          that no such  waiver  shall  be  effective  unless  it  satisfies  the
          conditions  applicable under Section 10.4(c) to a Participant's waiver
          of a Qualified  Preretirement  Survivor Annuity. The exception in this
          paragraph (b) shall not be operative  with respect to a Participant in
          a profit sharing plan if the Plan:

          (1)  is a direct or indirect  transferee  of a defined  benefit  plan,
               money purchase  pension plan,  target  benefit plan,  stock bonus
               plan,  or profit  sharing  plan which is subject to the  survivor
               annuity  requirements of Sections 401(a)(11) and 417 of the Code;
               or

          (2)  is adopted as an amendment of a plan that did not qualify for the
               exception in this paragraph (b) before the amendment was adopted.

          For purposes of this paragraph (b),  Vested Account Balance shall have
     the meaning  provided in Section  10.4(f).  The provisions of Sections 10.2
     through  10.6 set forth  the  survivor  annuity  requirements  of  Sections
     401(a)(11) and 417 of the Code.

     (c)  Exception for Certain Amounts. The provisions of Sections 10.2 through
          10.5 shall not apply to any  distribution  made on or before the first
          day of the first Plan Year beginning  after December 31, 1988, from or
          under a separate account attributable solely to accumulated deductible
          employee  contributions as defined in Section 72(o)(5)(B) of the Code,
          and maintained on behalf of a Participant in a money purchase  pension
          plan or a target benefit plan, provided that the exceptions applicable
          to certain  profit  sharing plans under  paragraph (b) are  applicable
          with respect to the separate account (for this purpose, Vested Account
          Balance means the Participant's  separate account balance attributable
          solely to accumulated  deductible  employee  contributions  within the
          meaning of Section 72(o)(5)(B) of the Code).

     10.2.  Qualified  Joint and Survivor  Annuity.  Unless an optional  form of
benefit is selected  pursuant to a Qualified  Election  within the 90-day period
ending on the Annuity  Starting  Date, a married  Participant's  Vested  Account
Balance will be paid in the form of a Qualified  Joint and Survivor  Annuity and
an unmarried  Participant's Vested Account Balance will be paid in the form of a
life annuity.  In either case, the Participant may elect to have such an annuity
distributed upon his attainment of the Earliest Retirement Age under the Plan.

     10.3. Qualified  Preretirement Survivor Annuity. Unless an optional form of
benefit has been  selected  within the Election  Period  pursuant to a Qualified
Election,  the Vested  Account  Balance  of a  Participant  who dies  before the
Annuity Starting Date shall be applied toward the purchase of an annuity for the
life of his surviving spouse (a "Qualified Preretirement Survivor Annuity"). The
surviving  spouse  may  elect  to have  such an  annuity  distributed  within  a
reasonable period after the Participant's death. For


<PAGE>41

purposes of this  Article  10, the term  "spouse"  means the  current  spouse or
surviving  spouse of a Participant,  except that a former spouse will be treated
as the spouse or surviving  spouse (and a current  spouse will not be treated as
the  spouse or  surviving  spouse)  to the  extent  provided  under a  qualified
domestic relations order as described in Section 414(p) of the Code.

     10.4. Definitions. The following definitions apply:

     (a)  "Election  Period" means the period  beginning on the first day of the
          Plan Year in which a Participant attains age 35 and ending on the date
          of the  Participant's  death. If a Participant  separates from service
          before the first day of the Plan Year in which he reaches  age 35, the
          Election  Period with respect to his account balance as of the date of
          separation  shall begin on the date of separation.  A Participant  who
          will  not  attain  age 35 as of the end of the  Plan  Year  may make a
          special  Qualified  Election  to  waive  the  Qualified  Preretirement
          Survivor Annuity for the period beginning on the date of such election
          and ending on the first day of the Plan Year in which the  Participant
          will  attain age 35. Such an  election  shall not be valid  unless the
          Participant   receives  a  written   explanation   of  the   Qualified
          Preretirement  Survivor Annuity in such terms as are comparable to the
          explanation  required  under  Section  10.5.  Qualified  Preretirement
          Survivor Annuity  coverage will be automatically  reinstated as of the
          first day of the Plan Year in which the  Participant  attains  age 35.
          Any new  waiver on or after  that date  shall be  subject  to the full
          requirements of this article.

     (b)  "Earliest  Retirement  Age"  means  the  earliest  date on  which  the
          Participant could elect to receive Retirement benefits under the Plan.

     (c)  "Qualified  Election" means a waiver of a Qualified Joint and Survivor
          Annuity or a Qualified Preretirement Survivor Annuity. Any such waiver
          shall not be effective unless:  (1) the Participant's  spouse consents
          in  writing  to the  waiver;  (2) the  waiver  designates  a  specific
          Beneficiary,  including any class of  beneficiaries  or any contingent
          beneficiaries,  which  may  not be  changed  without  spousal  consent
          (unless the spouse's  consent  expressly  permits  designations by the
          Participant  without any further  spousal  consent);  (3) the spouse's
          consent  acknowledges  the  effect  of the  waiver;  (4) the  spouse's
          consent  is  witnessed  by a plan  representative  or  notary  public.
          Additionally,  a  Participant's  waiver  of the  Qualified  Joint  and
          Survivor Annuity shall not be effective unless the waiver designates a
          form of  benefit  payment  which may not be  changed  without  spousal
          consent (unless the spouse's consent expressly permits designations by
          the  Participant  without  any  further  spousal  consent).  If  it is
          established to the satisfaction of a plan representative that there is
          no  spouse or that the  spouse  cannot be  located,  a waiver  will be
          deemed a  Qualified  Election.  Any consent by spouse  obtained  under
          these provisions (and any establishment that the consent of the spouse
          may not be  obtained)  shall be  effective  only with  respect  to the
          particular spouse involved. A consent that permits designations by the
          Participant  without any  requirement of further consent by the spouse
          must acknowledge that the spouse has the right to limit the consent to
          a  specific   Beneficiary   and  a  specific  form  of  benefit  where
          applicable,  and that the  spouse  voluntarily  elects  to  relinquish
          either or both of those rights.  A revocation of a prior waiver may be
          made by a  Participant  without  the consent of the spouse at any time
          before the commencement of benefits.  The number of revocations  shall
          not be limited.  No consent  obtained  under this  provision  shall be
          valid  unless the  Participant  has  received  notice as  provided  in
          Section 10.5.

     (d)  "Qualified Joint and Survivor  Annuity" means an immediate annuity for
          the life of a Participant, with a survivor annuity for the life of the
          spouse which is not less than 50% and not more than 100% of the amount
          of the  annuity  which  is  payable  during  the  joint  lives  of the
          Participant  and the spouse,  and which is the amount of benefit  that
          can be purchased with the  Participant's  Vested Account Balance.  The
          percentage of the survivor annuity under the Plan shall be 50%.

     (e)  "Annuity  Starting  Date" means the first day of the first  period for
          which an amount is paid as an annuity (or any other form).


<PAGE>42

     (f)  "Vested   Account   Balance"   means  the   aggregate   value  of  the
          Participant's   vested  account  balance  derived  from  Employer  and
          Employee contributions (including rollovers), whether vested before or
          upon death,  including the proceeds of insurance contracts,  if any on
          the Participant's  life. The provisions of this Article 10 shall apply
          to a  Participant  who is vested in amounts  attributable  to Employer
          contributions,  Employee contributions or both at the time of death or
          distribution.

     (g)  "Straight life annuity" means an annuity payable in equal installments
          for the life of the Participant that terminates upon the Participant's
          death.

     10.5.  Notice  Requirements.  In the case of a Qualified Joint and Survivor
Annuity,  no less than 30 days (or such other  period  permitted  by law) and no
more  than 90 days  before  a  Participant's  Annuity  Starting  Date  the  Plan
Administrator  shall provide to him a written  explanation  of (i) the terms and
conditions of a Qualified  Joint and Survivor  Annuity,  (ii) the  Participant's
right to make,  and the effect of, an election to waive the Qualified  Joint and
Survivor Annuity form of benefit,  (iii) the rights of the Participant's spouse,
and (iv) the  right to make,  and the  effect  of, a  revocation  of a  previous
election to waive the Qualified Joint and Survivor Annuity.

     In the case of a  Qualified  Preretirement  Survivor  Annuity,  within  the
applicable period for a Participant the Plan Administrator  shall provide to him
a written explanation of the Qualified  Preretirement Survivor Annuity, in terms
and manner  comparable to the  requirements  applicable to the  explanation of a
Qualified  Joint and Survivor  Annuity as described in the preceding  paragraph.
The applicable  period for a Participant  is whichever of the following  periods
ends last: (i) 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;  (ii) a
reasonable  period ending after an  individual  becomes a  Participant;  (iii) a
reasonable period ending after this Article 10 first applies to the Participant.
Notwithstanding  the foregoing,  in the case of a Participant who separates from
service  before  attaining age 35,  notice must be provided  within a reasonable
period ending after his separation from service.

     For  purposes of applying the  preceding  paragraph,  a  reasonable  period
ending after the enumerated events described in (ii) and (iii) is the end of the
two-year period  beginning one year before the date the applicable event occurs,
and ending one year after that date. In the case of a Participant  who separates
from  service  before the Plan Year in which he reaches age 35,  notice shall be
provided within the two-year period beginning one year before the separation and
ending one year after the separation.  If such a Participant  thereafter returns
to employment with the Employer, the applicable period for the Participant shall
be redetermined.

     10.6. Transitional Rules.

     (a)  Any living  Participant not receiving benefits on August 23, 1984, who
          would  otherwise not receive the benefits  prescribed by the preceding
          Sections of this Article 10, must be given the opportunity to elect to
          have those Sections apply if the Participant is credited with at least
          one Hour of  Service  under the Plan or a  predecessor  plan in a Plan
          Year beginning on or after January 1, 1976, and the Participant had at
          least ten  years of  vesting  service  when he or she  separated  from
          service.

     (b)  Any living  Participant not receiving benefits on August 23, 1984, who
          was  credited  with at least one Hour of  Service  under the Plan or a
          predecessor  plan  on or  after  September  2,  1974,  and  who is not
          otherwise  credited  with any service in a Plan Year  beginning  on or
          after  January  1,  1976,  must be given the  opportunity  to have his
          benefits paid in accordance with paragraph (d) of this Section 10.6.

     (c)  The respective  opportunities to elect (as described in paragraphs (a)
          and (b) above) must be afforded to the appropriate Participants during
          the  period  commencing  on August  23,  1984,  and ending on the date
          benefits would otherwise commence to be paid to those Participants.


<PAGE>43

     (d)  Any Participant  who has so elected  pursuant to paragraph (b) of this
          Section10.6,  and any  Participant  who does not elect under paragraph
          (a), or who meets the  requirements  of  paragraph  (a) except that he
          does not have at least ten years of vesting  service when he separates
          from service,  shall have his benefits  distributed in accordance with
          all of the following requirements if his benefits would otherwise have
          been payable in the form of a life annuity:

          (1)  Automatic joint and survivor annuity.  If benefits in the form of
               a life annuity become payable to a married Participant who:

               (A)  begins to receive payments under the Plan on or after normal
                    retirement age; or

               (B)  dies on or after normal  retirement  age while still working
                    for the Employer; or

               (C)  begins to receive  payments on or after the qualified  early
                    retirement age; or

               (D)  separates  from  service  on  or  after   attaining   normal
                    retirement age (or the qualified  early  retirement age) and
                    after  satisfying  the  eligibility   requirements  for  the
                    payment  of  benefits  under  the Plan and  thereafter  dies
                    before beginning to receive such benefits;

               then such benefits will be received under the Plan in the form of
               a Qualified  Joint and Survivor  Annuity,  unless the Participant
               has elected  otherwise  during the  election  period,  which must
               begin  at  least  six  months  before  the  Participant   attains
               qualified  early  retirement  age and end not  more  than 90 days
               before the commencement of benefits.  Any election hereunder will
               be in writing and may be changed by the Participant at any time.

          (2)  Election of early survivor annuity. A Participant who is employed
               after attaining the qualified early  retirement age will be given
               the  opportunity  to elect during the  election  period to have a
               survivor annuity payable on death. If the Participant  elects the
               survivor  annuity,  payments  under such annuity must not be less
               than the payments  which would have been made to the spouse under
               the Qualified  Joint and Survivor  Annuity if the Participant had
               retired  on the day before his  death.  Any  election  under this
               provision   will  be  in  writing  and  may  be  changed  by  the
               Participant at any time. The election  period begins on the later
               of (i) the 90th day before the Participant  attains the qualified
               early  retirement  age,  or (ii) the date on which  participation
               begins,   and  ends  on  the  date  the  Participant   terminates
               employment.

          (3)  For purposes of this Section 10.6, qualified early retirement age
               is the  latest of the  earliest  date under the Plan on which the
               Participant may elect to receive Retirement  benefits,  the first
               day of the 120th month beginning  before the Participant  reaches
               normal  retirement  age,  or  the  date  the  Participant  begins
               participation.

<PAGE>44

ARTICLE 11.  MINIMUM DISTRIBUTION REQUIREMENTS

     11.1.  General  Rules.  Subject to Article 10, Joint and  Survivor  Annuity
Requirements,   the   requirements  of  this  Article  11  shall  apply  to  any
distribution  of a  Participant's  interest  and will take  precedence  over any
inconsistent  provisions  of the Plan.  All  distributions  required  under this
Article  11 shall be  determined  and made in  accordance  with the  Income  Tax
Regulations  issued  under  Section  401(a)(9) of the Code  (including  proposed
regulations,  until the adoption of final  regulations),  including  the minimum
distribution  incidental  benefit  requirement of Section  1.401(a)(9)-2  of the
proposed regulations.

     11.2. Required Beginning Date. The entire interest if a Participant must be
distributed,  or  begin to be  distributed,  no  later  than  the  Participant's
required beginning date, determined as follows.

     (a)  General Rule.  The required  beginning  date of a  Participant  is the
          first day of April of the calendar year following the calendar year in
          which the Participant attains age 701/2.

     (b)  Transitional  Rules. The required  beginning date of a Participant who
          attains  age  701/2before  January 1,  1988,  shall be  determined  in
          accordance with (1) or (2) below:

          (1)  Non-5% owners.  The required  beginning date of a Participant who
               is not a 5% owner is the first day of April of the calendar  year
               following the calendar year in which the later of his  Retirement
               or his attainment of age 70 1/2 occurs.

          (2)  5% owners.  The required beginning date of a Participant who is a
               5% owner during any year  beginning  after  December 31, 1979, is
               the first day of April following the later of:

               (A)  the  calendar  year in which  the  Participant  attains  age
                    701/2, or

               (B)  the earlier of the  calendar  year with or within which ends
                    the Plan Year in which the  Participant  becomes a 5% owner,
                    or the calendar year in which the Participant retires.

          The required  beginning  date of a Participant  who is not a 5% owner,
     who attains age 70 1/2 during 1988 and who has not retired as of January 1,
     1989, is April 1, 1990.

     (c)  Rules  for 5%  Owners.  A  Participant  is  treated  as a 5% owner for
          purposes  of this  Section  11.2 if he is a 5%  owner  as  defined  in
          Section 416(i) of the Code  (determined in accordance with Section 416
          but  without  regard  to  whether  the Plan is top  heavy) at any time
          during the Plan Year ending with or within the calendar  year in which
          he  attains  age  66  1/2  ,  or  any  subsequent   Plan  Year.   Once
          distributions  have begun to a 5% owner under this Section 11.2,  they
          must continue,  even if the  Participant  ceases to be a 5% owner in a
          subsequent year.

     11.3. Limits on Distribution Periods. As of the first Distribution Calendar
Year,  distributions  not made in a single  sum may be made  only  over one or a
combination of the following periods:

     (a)  the life of the Participant,

     (b)  the life of the Participant and his Designated Beneficiary,

     (c)  a period  certain  not  extending  beyond the Life  Expectancy  of the
          Participant, or

     (d)  a period  certain  not  extending  beyond the Joint and Last  Survivor
          Expectancy of the Participant and his Designated Beneficiary.


<PAGE>45

     "Designated  Beneficiary"  means the  individual  who is  designated as the
Beneficiary  under the Plan in accordance with Section 401(a)(9) of the Code and
the regulations issued thereunder  (including  proposed  regulations,  until the
adoption of final regulations) and Section 7.2.

     "Distribution  Calendar  Year"  means a  calendar  year for which a minimum
distribution  is required  under Section  401(a)(9) of the Code and this Section
11.3. For  distributions  beginning  before the  Participant's  death, the first
Distribution  Calendar  Year is the  calendar  year  immediately  preceding  the
calendar year which  contains the  Participant's  required  beginning  date. For
distributions  beginning after the Participant's  death, the first  Distribution
Calendar  Year is the calendar year in which the  distributions  are required to
begin pursuant to Section 11.5.

     "Life Expectancy" and "Joint and Last Survivor  Expectancy" are computed by
use of the expected return multiples in Tables V and VI of Section 1.72-9 of the
Income Tax  Regulations.  Unless  otherwise  elected by the  Participant (or his
spouse,  in the case of distributions  described in Section 11.5(b)) by the time
distributions  are required to begin.  Life  Expectancies  shall be recalculated
annually.  Any such election  shall be  irrevocable  as to the  Participant  (or
spouse)  and shall  apply to all  subsequent  years.  The Life  Expectancy  of a
nonspouse beneficiary may not be recalculated.

     11.4.  Determination  of  Amount  to  Be  Distributed  Each  Year.  If  the
Participant's  interest is to be  distributed  in other than a single  sum,  the
following  minimum  distribution  rules  shall  apply on or after  the  required
beginning date. Paragraphs (a) through (d) apply to distributions in forms other
than the purchase of an annuity contract.

     (a)  If a  Participant's  Benefit (as defined  below) is to be  distributed
          over (1) a period  not  extending  beyond the Life  Expectancy  of the
          Participant  or the Joint  Life and Last  Survivor  Expectancy  of the
          Participant  and  his  Designated  Beneficiary,  or (2) a  period  not
          extending  beyond the Life  Expectancy of the Designated  Beneficiary,
          the  amount  required  to  be  distributed  for  each  calendar  year,
          beginning with distributions for the first Distribution Calendar Year,
          must  at  least  equal  the   quotient   obtained   by  dividing   the
          Participant's  Benefit by the Applicable  Life  Expectancy (as defined
          below).

     (b)  For  calendar  years   beginning   before  January  1,  1989,  if  the
          Participant's spouse is not the Designated Beneficiary,  the method of
          distribution  selected  must  assure  that at least 50% of the present
          value of the amount available for distribution is paid within the Life
          Expectancy of the Participant.

     (c)  For calendar years beginning after December 31, 1988, the amount to be
          distributed  each year,  beginning  with  distributions  for the first
          Distribution  Calendar  Year,  shall  not be less  than  the  quotient
          obtained by dividing  the  Participant's  Benefit by the lesser of (1)
          the Applicable Life Expectancy or (2) if the  Participant's  spouse is
          not the Designated Beneficiary, the applicable divisor determined from
          the table set forth in Q&A-4 of Section  1.401(a)(9)-2 of the Proposed
          Income  Tax  Regulations.   Distributions   after  the  death  of  the
          Participant  shall be distributed using the Applicable Life Expectancy
          in paragraph  (a) above as the  relevant  divisor,  without  regard to
          Proposed Regulations Section 1.401(a)(9)-2.

     (d)  The  minimum   distribution   required  for  the  Participant's  first
          Distribution Calendar Year must be made on or before the Participant's
          required  beginning date. The minimum  distribution for other calendar
          years,   including  the  minimum  distribution  for  the  Distribution
          Calendar Year in which the Employee's  required beginning date occurs,
          must be made on or before  December 31 of that  Distribution  Calendar
          Year.

     (e)  If the Participant's  Benefit is distributed in the form of an annuity
          contract purchased from an insurance company, distributions thereunder
          shall be made in accordance with the requirements of Section 401(a)(9)
          of the Code and the regulations issued thereunder  (including proposed
          regulations, until the adoption of final regulations).


<PAGE>46

     "Applicable Life  Expectancy"  means the Life Expectancy (or Joint and Last
Survivor  Expectancy)  calculated  using the attained age of the Participant (or
Designated  Beneficiary) as of the Participant's  (or Designated  Beneficiary's)
birthday in the applicable  calendar year, reduced by one for each calendar year
which has elapsed since the date Life Expectancy was first  calculated.  If Life
Expectancy is being  recalculated,  the Applicable Life Expectancy  shall be the
Life Expectancy as so  recalculated.  The applicable  calendar year shall be the
first  Distribution  Calendar Year, and if Life Expectancy is being recalculated
such succeeding  calendar year. If annuity payments  commence in accordance with
Section 11.4(e) before the required beginning date, the applicable calendar year
is the  year  such  payments  commence.  If  distribution  is in the  form of an
immediate annuity purchased after the Participant's death with the Participant's
remaining  interest in the Plan,  the  applicable  calendar  year is the year of
purchase.

     "Participant's  Benefit" means the account balance as of the last valuation
date in the calendar year immediately  preceding the Distribution  Calendar Year
(valuation  calendar  year),  increased  by the amount of any  contributions  or
Forfeitures  allocated  to the  account  balance  as of dates  in the  valuation
calendar year after the valuation  date and decreased by  distributions  made in
the  valuation  calendar  year after the  valuation  date.  For  purposes of the
preceding  sentence,  if any portion of the minimum  distribution  for the first
Distribution  Calendar Year is made in the second Distribution  Calendar Year on
or before the required  beginning  date, the amount of the minimum  distribution
made in the second Distribution Calendar Year shall be treated as if it had been
made in the immediately preceding Distribution Calendar Year.

     11.5. Death Distribution Provisions.

     (a)  Distribution  Beginning  before Death. If the  Participant  dies after
          distribution of his interest has begun,  the remaining  portion of his
          interest will continue to be  distributed at least as rapidly as under
          the method of distribution being used before the Participant's death.

     (b)  Distribution  Beginning after Death.  If the  Participant  dies before
          distribution  of his  interest  begins,  distribution  of  his  entire
          interest  shall be  completed  by  December  31 of the  calendar  year
          containing the fifth anniversary of the Participant's death, except to
          the  extent  that an  election  is made to  receive  distributions  in
          accordance with (1) or (2) below:

          (1)  If any  portion  of the  Participant's  interest  is payable to a
               Designated  Beneficiary,  distributions  may  be  made  over  the
               Designated  Beneficiary's  life,  or over a  period  certain  not
               greater than the Life  Expectancy of the Designated  Beneficiary,
               commencing  on  or  before  December  31  of  the  calendar  year
               immediately  following the calendar year in which the Participant
               died; or

          (2)  If the  Designated  Beneficiary  is the  Participant's  surviving
               spouse,   the  date   distributions  are  required  to  begin  in
               accordance  with (1) above shall not be earlier that the later of
               (i) December 31 of the calendar  year  immediately  following the
               calendar year in which the Participant died, and (ii) December 31
               of the calendar year in which the Participant would have attained
               age 70 1/2 .

          If the Participant  has not made an election  pursuant to this Section
     11.5 by the time of his death,  the  Participant's  Designated  Beneficiary
     must elect the  method of  distribution  no later  than the  earlier of (i)
     December 31 of the calendar year in which  distributions  would be required
     to begin under this Section  11.5, or (ii) December 31 of the calendar year
     which  contains  the  fifth  anniversary  of  the  date  of  death  of  the
     Participant.  If the Participant has no Designated  Beneficiary,  or if the
     Designated   Beneficiary   does  not  elect  a  method   of   distribution,
     distribution  of the  Participant's  entire  interest  must be completed by
     December 31 of the calendar year  containing  the fifth  anniversary of the
     Participant's death.

     (c)  For purposes of paragraph (b), if the surviving  spouse dies after the
          Participant,  but before payments to the spouse begin,  the provisions
          of a paragraph (b), with exception of subparagraph (2) therein,  shall
          be applied as if the surviving spouse were the Participant.


<PAGE>47

     (d)  For purposes of this Section  11.5,  any amount paid to a child of the
          Participant  will be treated  as if it had been paid to the  surviving
          spouse  of  the  Participant  if the  amount  becomes  payable  to the
          surviving spouse when the child reaches the age of majority.

     (e)  For the purposes of this Section 11.5, distribution of a Participant's
          interest  is  considered  to  begin  on  the  Participant's   required
          beginning  date (or, if paragraph  (c) above is  applicable,  the date
          distribution is required to begin to the surviving  spouse pursuant to
          paragraph (b) above).  If distribution in the form of annuity contract
          described in Section 11.4(e) irrevocably  commences to the Participant
          before  the  required   beginning  date,  the  date   distribution  is
          considered to begin is the date distribution actually commences.

     11.6.  Transitional  Rule.  Notwithstanding  the other requirements of this
Article 11, and subject to the  requirements  of Article 10,  Joint and Survivor
Annuity Requirements,  distribution on behalf of any Participant, including a 5%
owner,  may be  made  in  accordance  with  all of  the  following  requirements
(regardless of when such distribution commences):

     (a)  The  distribution is one which would not have  disqualified  the Trust
          under  Section  401(a)(9) of the  Internal  Revenue Code of 1954 as in
          effect before its amendment by the Deficit Reduction Act of 1984.

     (b)  The  distribution  is in  accordance  with a  method  of  distribution
          designated  by the  Employee  whose  interest  in the  Trust  is being
          distributed  or, if the Employee is deceased,  by a Beneficiary of the
          Employee.

     (c)  The designation  specified in paragraph (b) was in writing, was signed
          by the Employee or Beneficiary, and was made before January 1, 1984.

     (d) The Employee  had accrued a benefit  under the Plan as of December 31,
          1983.

     (e)  The  method  of  distribution   designated  by  the  Employee  or  the
          Beneficiary  specifies the time at which  distribution  will commence,
          the period over which  distributions  will be made, and in the case of
          any distribution  upon the Employee's  death, the Beneficiaries of the
          Employee listed in order of priority.

     A  distribution  upon death will not be covered by this  transitional  rule
unless the  information  in the  designation  contains the required  information
described above with respect to the  distributions  to be made upon the death of
the Employee.  For any distribution  which commences before January 1, 1984, but
continues  after December 31, 1983, the Employee or the Beneficiary to whom such
distribution  is being made will be  presumed to have  designated  the method of
distribution  under  which the  distribution  is being  made,  if the  method of
distribution  was  specified  in  writing  and the  distribution  satisfies  the
requirements in paragraphs (a) and (e).

         If a designation is revoked, any subsequent distribution must satisfy
the requirements of Section 401(a)(9) of the Code and the regulations
thereunder. If a designation is revoked after the date distributions are
required to begin, the Trust must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not
yet distributed which would have been required to have been distributed to
satisfy Section 401(a)(9) of the Code and the regulations thereunder, but for
the designation described in paragraphs (b) through (e). For calendar years
beginning after December 31, 1988, such distributions must meet the minimum
distribution incidental benefit requirements in Section 1.401(a)(9)-2 of the
Proposed Income Tax Regulations. Any changes in the designation generally will
be considered to be a revocation of the designation, but the mere substitution
or addition of another beneficiary (one not named in the designation) under the
designation will not be considered to be a revocation of the designation, so
long as the substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly (for
example, by altering the relevant measuring life). In the case of an amount
transferred or rolled over from one plan to another plan, the rules in Q&A J-2
and Q&A J-3 of Section 1.401(a)(9)-1 of the Proposed Income Tax Regulations
shall apply.

<PAGE>48

     ARTICLE 12. WITHDRAWALS AND LOANS

     12.1.  Withdrawals  from Participant  Contribution  and Rollover  Accounts.
Subject to the requirements of Article 10, a Participant may upon written notice
(or in such  other  manner as shall be made  available  and  agreed  upon by the
Employer  and Putnam) to the Employer  withdraw any amount from his  Participant
Contribution  Account or Rollover Account.  A withdrawn amount may not be repaid
to the Plan.  No  Forfeiture  will  occur  solely  as a result of an  Employee's
withdrawal from a Participant Contribution Account or Rollover Account.

     12.2. Withdrawals on Account of Hardship.

     (a)  If  the  Employer  has  so  elected  in  the  Plan  Agreement,  upon a
          Participant's  written  request  (or in such other  manner as shall be
          made  available and agreed upon by the Employer and Putnam),  the Plan
          Administrator may permit a withdrawal of funds from the vested portion
          of  the  Participant's   Accounts  on  account  of  the  Participant's
          financial hardship,  which must be demonstrated to the satisfaction of
          the Plan Administrator, provided, that no hardship withdrawal shall be
          made from a Qualified  Nonelective  Contribution  Account or Qualified
          Matching Account. In considering such requests, the Plan Administrator
          shall apply uniform  standards  that do not  discriminate  in favor of
          Highly Compensated  Employees.  If hardship  withdrawals are permitted
          from more than one of the Elective Deferral Account, Rollover Account,
          Employer Matching Account,  and Employer  Contribution  Account,  they
          shall be made first from a Participant's  Elective  Deferral  Account,
          then  from his  Rollover  Account,  then  from his  Employer  Matching
          Account,  and  finally  from his  Employer  Contribution  Account,  as
          applicable. A withdrawn amount may not be repaid to the Plan.

     (b)  The maximum  amount that may be withdrawn on account of hardship  from
          an Elective Deferral Account after December 31, 1988, shall not exceed
          the sum of (1) the amount  credited to the Account as of December  31,
          1988, and (2) the aggregate  amount of the Elective  Deferrals made by
          the  Participant  after  December  31,  1988,  and before the hardship
          withdrawal.

     (c)  Hardship  withdrawals  shall  be  permitted  only  on  account  of the
          following financial needs:

          (1)  Expenses for medical care described in Section 213(d) of the Code
               for the  Participant,  his spouse,  children and  dependents,  or
               necessary for these persons to obtain such care;

          (2)  Purchase of the principal residence of the Participant (excluding
               regular mortgage payments);

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

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

     (d)  Hardship   withdrawals   shall  be  subject  to  the  spousal  consent
          requirements  contained in Sections 411(a)(11) and 417 of the Code, to
          the  same  extent  that  those  requirements  apply  to a  Participant
          pursuant to Section 10.1.

     (e)  A  hardship  withdrawal  will  be  made  to a  Participant  only  upon
          satisfaction of the following conditions:


<PAGE>49

          (1)  The  Participant  has  obtained  all  nontaxable  loans  and  all
               distributions  other than hardship  withdrawals  available to him
               from all plans maintained by the Affiliated Employers;

          (2)  The  hardship  withdrawals  does not  exceed  the  amount  of the
               Participant's  financial  need as described in paragraph (c) plus
               any amounts  necessary  to pay  federal,  state and local  income
               taxes and  penalties  reasonably  anticipated  to result from the
               withdrawals.

          (3)  With respect to withdrawal from an Elective Deferral Account, all
               plans  maintained by the  Affiliated  Employers  provide that the
               Participant's   Elective   Deferrals  and   voluntary   after-tax
               contributions  will  be  suspended  for a  period  of  12  months
               following his receipts of a hardship withdrawal; and:

          (4)  With respect to withdrawals  from an Elective  Deferral  Account,
               all plans maintained by the Affiliated Employers provide that the
               amount of Elective Deferrals that the Participant may make in his
               taxable  year  immediately  following  the  year  of  a  hardship
               withdrawal  will not exceed the  applicable  limit under  Section
               402(g) of the Code for the taxable year, reduced by the amount of
               Elective Deferrals made by the Participant in the taxable year of
               the hardship withdrawal.

     12.3.Withdrawals After Reaching Age 59 1/2. If so specified by the Employer
in the  Plan  Agreement,  a  Participant  who has  reached  age 59 1/2" may upon
written  request  to the  Employer  (or in such  other  manner  as shall be made
available  and agreed  upon by the  Employer  and  Putnam)  withdraw  during his
employment  any  amount not  exceeding  the vested  balance of his  Accounts.  A
withdrawn amount may not be repaid to the Plan.

     12.4.  Other  Withdrawals.  If so  elected  by the  Employer  in  the  Plan
Agreement,  a Participant may make a withdrawal  from his Employer  Contribution
Account or Employer  Matching Account for any reason upon written request to the
Employer (or in such other manner as shall be made  available and agreed upon by
the  Employer  and  Putnam),  provided  that  (a)  the  Participant  has  been a
Participant  for at least five years, or (b) the withdrawal from such Account is
limited  to the  excess  of the  balance  of  such  Account  on the  date of the
withdrawal over the aggregate of the amounts credited to such Account during the
two year  period  immediately  preceding  the date of such  withdrawal.  No such
withdrawal  shall exceed the vested  portion of the  Participant's  Account from
which the withdrawal is made. A withdrawn amount may not be repaid to the Plan.

     12.5.  Loans.  If the  Employer has so elected in the Plan  Agreement,  the
Employer may direct the Trustee to make a loan to a Participant  or  Beneficiary
from the vested  portion of his  Accounts,  subject to the  following  terms and
conditions and to such reasonable  additional  rules and regulations as the Plan
Administrator may establish for the orderly operation of the program:

     (a)  The Plan  Administrator  shall  administer the loan program subject to
          the terms and conditions of this Section 12.5.

     (b)  A Participant's or Beneficiary's request for a loan shall be submitted
          to the Plan Administrator by means of a written  application on a form
          supplied by the Plan  Administrator  (or in such other manner as shall
          be made  available  and  agreed  upon  by the  Employer  and  Putnam).
          Applications  shall be approved or denied by the Plan Administrator on
          the basis of its assessment of the borrower's ability to collateralize
          and repay the loan, as revealed in the loan application.

     (c)  If the  Employer  has so  elected  in the Plan  Agreement,  loans to a
          Participant or Beneficiary shall only be made in the event of hardship
          of the  Participant  or  Beneficiary.  For this purpose,  a loan shall
          considered  to be made in the  event  of  hardship  only if is made on
          account of the following financial needs:


<PAGE>50

          (1)  Expenses for medical care described in Section 213(d) of the Code
               for the  Participant,  his spouse,  children and  dependents,  or
               necessary for these persons to obtain such care;

          (2)  Purchase of the principal residence of the Participant (excluding
               regular mortgage payments);

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

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

     (d)  Loans  shall  be  made  to all  Participants  and  Beneficiaries  on a
          reasonably  equivalent  basis.  Loans shall not be made  available  to
          Highly  Compensated  Employees  (as  defined in Section  414(q) of the
          Code) in amounts  greater  than the amounts  made  available  to other
          Employees (relative to the borrower's Account balance).

     (e)  Loans must be evidenced by the  Participant's  promissory note for the
          amount of the loan payable to the order of the Trustee, and adequately
          secured  by  assignment  of not more than fifty  percent  (50%) of the
          Participant's  entire  right,  title and  interest in and to the Trust
          Fund, exclusive of any asset as to which Putnam is not the Trustee.

     (f)  Loans must bear a  reasonable  interest  rate  comparable  to the rate
          charged by  commercial  lenders in the  geographical  area for similar
          loans.   The  Plan   Administrator   shall  not   discriminate   among
          Participants  in the  matter  of  interest  rates,  but loans may bear
          different interest rates if, in the opinion of the Plan Administrator,
          the  difference  in  rates  is  justified  by  conditions  that  would
          customarily  be taken  into  account  by a  commercial  lender  in the
          Employer's geographical area.

     (g)  The period for  repayment  for any loan shall not exceed  five  years,
          except in the case of a loan used to  acquire a  dwelling  unit  which
          within a reasonable  time is to be used as the principal  residence of
          the  Participant,  in which case the repayment  period may exceed five
          years.  The terms of a loan shall  require  that it be repaid in level
          payments of principal and interest not less  frequently then quarterly
          throughout the repayment period, except that alternative  arrangements
          for  repayment  may apply in the event that the  borrower is on unpaid
          leave of absence for a period not to exceed one year.

     (h)  To the extent that a Participant would be required under Article 10 to
          obtain the consent of his spouse to a  distribution  of an immediately
          distributable  benefit  other  than a  Qualified  Joint  and  Survivor
          Annuity, the consent of the Participant's spouse shall be required for
          the use of his Account as security for a loan.  The  spouse's  consent
          must be obtained no earlier than the  beginning  of the 90-day  period
          that  ends on the date on  which  the  loan is to be so  secured,  and
          obtained in accordance with the  requirements of Section 10.4(c) for a
          Qualified  Election.  Any such consent shall  thereafter be binding on
          the consenting spouse and any subsequent spouse of the Participant.  A
          new consent  shall be required  for use of the Account as security for
          any  extension,  renewal,  renegotiation  or revision of the  original
          loan.

     (i)  If valid spousal  consent has been obtained in accordance with Section
          12.5(h),  then  notwithstanding  any other  provision  of the plan the
          portion  of the  Participant's  account  balance  used  as a  security
          interest  held by the  Plan by  reason  of a loan  outstanding  to the
          Participant  shall be taken in to account for purposes of  determining
          the  amount of the  account  balance  payable  at the time of death or
          distribution,  but only if the  reduction  is used as repayment of the
          loan. If less than 100% of the  Participant's  vested account  balance
          (determined  without  regard to the preceding  sentence) is payable to
          the surviving spouse, then the account balance shall


<PAGE>51

          be adjusted by first reducing the vested account balance by the amount
          of the security  used as repayment of the loan,  and then  determining
          the benefit payable to the surviving spouse.

     (j)  In the event of  default on a loan by a  Participant  who is an active
          Employee,  foreclosure on the  Participant's  Account as security will
          not  occur  until  the  Employer  has  reported  to  the  Trustee  the
          occurrence  of an  event  permitting  distribution  from  the  Plan in
          accordance with Article 9 or Section 5.13.

     (k)  No loan shall be made to an Owner-Employee  or a  Shareholder-Employee
          unless a prohibited transaction exemption is obtained by the Employer.

     (l)  No loan to any  Participant or  Beneficiary  can be made to the extent
          that the amount of the loan, when added to the outstanding  balance of
          all other loans to the  Participant or  Beneficiary,  would exceed the
          lesser of (a)  $50,000  reduced by the excess (if any) of the  highest
          outstanding  balance of loans during the one year period ending on the
          day before the loan is made,  or (b)  one-half the value of the vested
          account  balance  of the  Participant.  For the  purpose  of the above
          limitation,  all  loans  from all  qualified  plans of the  Affiliated
          Employers are aggregated.

          (1)  Loans shall be considered  investments  directed by a Participant
               pursuant  to Section  13.3.  The amount  loaned  shall be charged
               solely  against  the  Accounts  of the  Participant,  and  repaid
               amounts and interest shall be credited solely thereto.

     12.6.  Procedure:  Amount  Available.  Withdrawals  and loans shall be made
subject to the terms and  conditions  applicable  to  distributions  pursuant to
Section  9.4,  except  that  the  amount  of any  withdrawal  or loan  shall  be
determined by reference to the vested balance of the Participant's Account as of
the most recent  Valuation  Date preceding the withdrawal or loan, and shall not
exceed the amount of the vested account balance.

     12.7. Protected Benefits. Notwithstanding any provision to the contrary, if
an Employer  amends an existing  retirement plan ("prior plan") by adopting this
Plan, to the extent any withdrawal option or form of payment available under the
prior plan is an optional  form of benefit  within the  meaning of Code  Section
411(d)(6),  such option or form of payment shall continue to be available to the
extent required by such Code Section.

     12.8.  Restrictions  Concerning  Transferred  Assets.  Notwithstanding  any
provision to the contrary,  if an Employer amends an existing defined benefit or
money  purchase  pension  plan  ("prior  pension  plan") by adopting  this Plan,
accrued benefits attributable to the assets and liabilities transferred from the
prior pension plan (which accrued  benefits  include the account balance of such
Participant in the Plan  attributable to such accrued benefits as of the date of
the  transfer  and  any  earnings  on such  account  balance  subsequent  to the
transfer)  shall  be  distributable  only on or  after  the  events  upon  which
distributions are or were permissible under the prior pension plan.


<PAGE>52

     ARTICLE 13. TRUST FUND AND INVESTMENTS

     13.1.  Establishments  of Trust Fund.  The Employer and the Trustee  hereby
agree to the establishment of a Trust Fund consisting of all amounts as shall be
contributed  or  transferred  from time to time to the  Trustee  pursuant to the
Plan, and all earnings  thereon.  The Trustee shall hold the assets of the Trust
Fund for the  exclusive  purpose  of  providing  benefits  to  Participants  and
Beneficiaries  and defraying the reasonable  expenses of administering the Plan,
and no such assets shall ever revert to the Employer. except that:

     (a)  contributions  made by the Employer by mistake of fact,  as determined
          by the Employer,  may be returned to the Employer  within one (1) year
          of the date of payment,

     (b)  contributions  that  are  conditioned  on  their  deductibility  under
          Section 404 of the Code may be returned to the Employer, to the extent
          disallowed, within one (1) year of the disallowance of the deduction,

     (c)  contributions that are conditioned on the initial qualification of the
          Plan under the Code, and all investment  gains  attributable  to them,
          may be  returned  to the  Employer  within  one (1)  year  after  such
          qualification  is  denied by  determination  of the  Internal  Revenue
          Service,  but  only  if  an  application  for  determination  of  such
          qualification is made within the time prescribed by law for filing the
          Employer's federal income tax return for its taxable year in which the
          Plan is adopted,  or such later date as the  Secretary of the Treasury
          may prescribe, and

     (d)  amounts held in a suspense  account may be returned to the Employer on
          termination  of the  Plan,  to the  extent  that  they may not then be
          allocated to any Participant's Account in accordance with Article 6.

     All Employer contributions under the Plan other than those made pursuant to
Section 4.1(e) are hereby expressly  conditioned on the initial qualification of
the Plan and their deductibility  under the Code.  Investment gains attributable
to  contributions  returned  pursuant  to  Subsections  (a) and (b) shall not be
returned to the contributing  Employer,  and investment  losses  attributable to
such contributions shall reduce the amount returned.

     13.2.  Management of Trust Fund. The assets of the Trust Fund shall be held
in trust by the Trustee and accounted  for in  accordance  with this Article 13,
and shall be invested in accordance with Section 13.3 in the Investment Products
specified by the Employer in the Plan Agreement and from time to time thereafter
in writing (or in such other manner as shall be made  available  and agreed upon
by the Employer and Putnam). The Employer shall have the exclusive authority and
discretion to select the Investment Products available under the Plan. In making
that selection,  the Employer shall use the care, skill,  prudence and diligence
under the  circumstances  then prevailing that a prudent person acting in a like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of like  character and with like aims.  The Employer  shall cause the
available  Investment  Products to be diversified  sufficiently  to minimize the
risk of large losses,  unless under the  circumstances it is clearly prudent not
to do so. It is especially intended that the Trustee shall have no discretionary
authority to determine  the  investment  of Trust  assets.  Notwithstanding  the
foregoing,  assets of the Trust Fund shall also be invested in Employer Stock if
so elected by the Employer  and agreed to by Putnam under the service  agreement
executed by the Employer and Putnam pursuant to the establishment of the Plan.

     13.3. Investment Instructions. All amounts held in the Trust Fund under the
Plan shall be invested in Investments  Products.  If the Employer has elected in
the Plan  Agreement  to make  investment  decisions  with  respect  to  Elective
Deferrals, Participant Contributions, Rollover Contributions, Profit Sharing and
other  Employer  Contributions,  Employer  Matching  Contributions,   Deductible
Employee  Contributions,   Qualified  Matching  Contributions  and/or  Qualified
Nonelective  Contributions,  investment instructions as to the Accounts for such
contributions shall be the fiduciary responsibility of the Employer, and each of
such affected Accounts shall have a pro rata interest in all assets of the Trust
to which the Employer's  instructions  apply. To the extent the Employer has not
elected to make investment decisions


<PAGE>53

for all of the  Accounts  of the Plan,  then  assets of the Trust over which the
Employer has not elected make  investment  decisions shall be invested solely in
accordance  with the  instructions of the Participant to whose Accounts they are
allocable,  as delivered to Putnam in accordance with its service agreement with
the  Employer.   Instructions   shall  apply  to  future   contributions,   past
accumulations,  or both,  according to their terms, and shall be communicated by
the Employer to Putnam in accordance with  procedures  prescribed in the service
agreement  between the  Employer  and Putnam.  Instructions  shall be  effective
prospectively,  coincident  with or within a reasonable time after their receipt
in good order by Putnam.  As  instruction  once received  shall remain in effect
until it is changed by the  provision  of a new  instruction.  New  instructions
shall be accepted  by Putnam at the time and in the manner  provided in the Plan
Agreement.  To the extent any assets of the Trust are to be  invested  solely in
accordance with the  instructions of the  Participants,  the Plan is intended to
constitute a plan  described in section 404(c) of ERISA and Title 29 of the Code
of Federal Regulations section 2550.404c-1.  In such case, the Employer shall be
the  Plan  fiduciary   responsible  for  providing  the  Participants  with  all
information  required to be given  pursuant to ERISA section 404(c) and Title 29
of the Code of Federal Regulations section 2550.404c-1.

     In the  event  that  the  Employer  adopts a  Putnam  prototype  plan as an
amendment to or  restatement of an existing plan, the Employer shall specify one
or  more  Investment   Products  to  serve  as  the  sole  investments  for  all
Participants'  Accounts during the period in which existing  records of the Plan
are  transferred  to  the  Recordkeeper.  During  that  period,  new  investment
instructions  as to existing  assets of the Plan cannot be carried  out, nor can
distributions  be made from the Plan  except to the extent  permitted  under the
terms of the service agreement between the Employer and Putnam. The Employer and
the  Recordkeeper  shall use their best  efforts to minimize the duration of the
period to which the preceding sentence applies.

     To the extent specifically authorized and provided in the service agreement
between  the  Employer  and  Putnam,  the  Employer  may direct  the  Trustee to
establish  as an  Investment  Product a fund all of the assets of which shall be
invested in shares of stock of the Employer that constitute "qualifying employer
securities" within the meaning of section 407(d)(5) of ERISA ("Employer Stock").
The  Plan  Administrator  as  named  fiduciary  shall  continually  monitor  the
suitability  of acquiring and holding  Employer  Stock under the fiduciary  duty
rules of section  404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA)
and the  requirements  of section 404(c) of ERISA,  and shall be responsible for
ensuring  that the  procedures  relating  to the  purchase,  holding and sale of
Employer  Stock,  and the  exercise of any and all rights  with  respect to such
Employer  Stock shall be in accordance  with section  404(c) of ERISA unless the
Employer  retains voting,  tender or similar rights with respect to the Employer
Stock. The Trustee shall not be liable for any loss, or by reason of any breach,
which arises from the  direction of the Plan  Administrator  with respect to the
acquisition  and holding of Employer Stock.  The Employer shall  responsible for
determining  whether,  under the  circumstances  prevailing at a given time, its
fiduciary duty to Plan Participants and  Beneficiaries  under the Plan and ERISA
requires that the Employer  follow the advice of  independent  counsel as to the
voting and tender or retention of Employer Stock.

     Putnam shall be under no duty to question or review the directions given by
the Employer or to make  suggestions  to the Employer in  connection  therewith.
Putnam shall not be liable for any loss, or by reason of any breach, that arises
from the Employer's exercise or non-exercise of rights under this Article 13, or
from  any  directions  of the  Employer  unless  it is  clear on the face of the
direction that the actions to be taken under the direction are prohibited by the
fiduciary  duty rules of Section  404(a) of ERISA.  All interest,  dividends and
other income  received with respect to, and any proceeds  received from the sale
or other disposition of, securities or other property held in an investment fund
shall be credited to and reinvested in such investment fund, and all expenses of
the Trust that are properly  allocated to a particular  investment fund shall be
so  allocated  and  charged.  The  Employer  may at any time  direct  Putnam  to
eliminate any investment fund or funds,  and Putnam shall  thereupon  dispose of
the  assets  of such  investment  fund and  reinvest  the  proceeds  thereof  in
accordance with the directions of the Employer.

     Neither the Employer nor the Trustee nor Putnam  shall be  responsible  for
questioning  any  instructions of a Participant or for reviewing the investments
selected  therein,  or for any loss resulting from instructions of a Participant
or from the  failure of a  Participant  to  provide  or to change  instructions.
Neither


<PAGE>54

Putnam nor the Trustee shall have any duty to question any instructions received
from the  Employer  or a  Participant  or to  review  the  investments  selected
thereby,  nor shall Putnam or the Trustee be responsible  for any loss resulting
from  instructions  received  from the  Employer  or a  Participant  or from the
failure of the Employer or a Participant  to provide or to change  instructions.
In the event that Putnam or the Trustee  receives a contribution  under the Plan
as to which no instructions are delivered, or such instructions as are delivered
are unclear to Putnam or the Trustee,  such contribution shall be invested until
clear  instructions are received in the default  investment  option set forth in
the service  agreement  between the Employer and Putnam, or if no such option is
so  set  forth,  the  Employer,  by  execution  of  the  Plan  Agreement,  shall
affirmatively  elect to have such  contributions  invested  in the Putnam  Money
Market  Fund.  Neither  Putnam  nor the  Trustee  shall  have any  discretionary
authority or responsibility in the investment of the assets of the Trust Fund.

     13.4.  Valuation of the Trust Fund. As of each Valuation  Date, the Trustee
shall determine the fair market value of the Trust Fund, and the net earnings or
losses and  expenses  of the Trust Fund for the  period  elapsed  since the most
recent  previous  Valuation  Date  shall be  allocated  among  the  Accounts  of
Participants.  Earning,  losses and expenses which pertain to investments  which
are  specifically  held for a given  Participant's  Account  shall be  allocated
solely to that Account. In the event that an investment is not specifically held
for a given Participant's Account, the earnings,  losses and expenses pertaining
to that investment  shall be allocated among all  Participants'  Accounts in the
ratio  that  each  such  Account  bears  to the  total  of all  Accounts  of all
Participants.  Each  Participant's  Accounts shall be adjusted  pursuant to this
Section 13.4 until such time as they are either fully  distributed or forfeited,
regardless of whether the Participant continues to be an Employee.

     13.5.  Distributions on Investment Company Shares.  Subject to Section 9.3,
all  dividends  and  capital  gains  or  other  distributions  received  on  any
Investment  Company  Shares  credited  to  Participant's  Account  will  (unless
received in  additional  Investment  Company  Shares) be  reinvested in full and
fractional  shares of the same  Investment  Company at the price  determined  as
provided in the then current prospectus of the Investment Company. The shares so
received or purchased upon such  reinvestment will be credited to such accounts.
If any dividends or capital gain or other  distributions may be received on such
Investment  Company  Shares at the  election of the  shareholder  in  additional
shares or in cash or other  property,  the  Trustee  will elect to receive  such
dividends or distributions in additional Investment Company Shares.

     13.6.  Registration and Voting of Investment Company Shares. All Investment
Company  Shares shall be  registered  in the name of the Trustee or its nominee.
Subject to any  requirements of applicable law, the Trustee will transmit to the
Employer  copies  of  any  notices  of  shareholders'   meetings,   proxies  and
proxy-soliciting  materials,  prospectuses  and the  annual or other  reports to
shareholders,  with respect to Investment Company Shares held in the Trust Fund.
The Trustee shall act in accordance with  directions  received from the Employer
with respect to matters to be voted upon by the  shareholders  of the Investment
Company.  Such  directions must be in writing on a form approved by the Trustee,
signed by the Employer and delivered to the Trustee  within the time  prescribed
by it.  The  Trustee  will not vote  Investment  Company  Shares  as to which it
receives no written directions.

     13.7.  Investment  Manager.  The Employer,  with the consent of Putnam, may
appoint an investment manager, as defined in Section 3(38) of ERISA with respect
to all or a portion of the assets of the Trust Fund.  The Trustee  shall have no
liability in connection  with any action or nonaction  pursuant to directions of
such an investment manager.

     13.8. Employer Stock.

     (a)  Voting Rights.  Notwithstanding  any other  provision of the Plan, the
          provisions of this Section 13.8(a) shall govern the voting of Employer
          Stock held by Putnam as Trustee under the Plan. The Trustee shall vote
          Employer  Stock in  accordance  with the  directions  of the  Employer
          unless  the   Employer  has  elected  in  the  Plan   Agreement   that
          Participants  shall be appointed named fiduciaries as to the voting of
          Employer  Stock and  shall  direct  the  Trustee  as to the  voting of
          Employer  Stock in  accordance  with the  provisions  of this  Section
          13.8(a). In either


<PAGE>55

          case, the Employer shall be responsible for determining whether, under
          the  circumstances  prevailing at a given time,  its fiduciary duty to
          Participants and Beneficiaries  under the Plan and ERISA requires that
          the Employer follow the advice of independent counsel as to the voting
          of Employer Stock.  The remainder of this Section 13.8(a) applies only
          if the Employer elects in the Plan Agreement that  Participants  shall
          direct the Trustee as to the voting of Employer Stock. For purposes of
          this Section 13.8(a), the term "Participant"  includes any Beneficiary
          with an Account in the Plan which is invested in Employer Stock.

          When the issuer of Employer Stock files preliminary proxy solicitation
     materials with the Securities and Exchange  Commission,  the Employer shall
     cause a copy of all the materials to be simultaneously sent to the Trustee,
     and the Trustee  shall prepare a voting  instruction  form based upon these
     materials.  At the time of  mailing  of  notice of each  annual or  special
     stockholders'  meeting of the issuer of Employer Stock,  the Employer shall
     cause a copy of the notice and all proxy solicitation  materials to be sent
     to each Participant, together with the foregoing voting instruction form to
     be returned to the Trustee or its designee.  The form shall show the number
     of  full  and   fractional   shares  of  Employer  Stock  credited  to  the
     Participant's Accounts, whether or not vested. For purposes of this Section
     13.8(a),  the  number of shares of  Employer  Stock  deemed  credited  to a
     Participant's  Accounts  shall  be  determined  as of the  date  of  record
     determined by the Employer for which an allocation  has been  completed and
     Employer  Stock has  actually  been  credited  to  Participant's  Accounts.
     Procedures for the execution of purchases and sales of Employer Stock shall
     be as set forth in the service  agreement  between the Employer and Putnam.
     The  Employer  shall  provide  the  Trustee  with a copy  of any  materials
     provided  to  Participants  and  shall  certify  to the  Trustee  that  the
     materials have been mailed or otherwise sent to Participants.

          Each Participant  shall have the right to direct the Trustee as to the
     manner in which to vote that number of shares of Employer  Stock held under
     the Plan  (whether  or not  vested)  equal  to a  fraction,  of  which  the
     numerator is the number of shares of Employer Stock credited to his Account
     and the  denominator  is the number of shares of Employer Stock credited to
     all  Participants'  Accounts.  Such  directions  shall be  communicated  in
     writing (or in such other manner as shall be made available and agreed upon
     by the Employer and Putnam) and shall be held in  confidence by the Trustee
     and not divulged to the Employer,  or any officer or employee  thereof,  or
     any other persons.  Upon its receipt of directions,  the Trustee shall vote
     the shares of Employer  Stock as directed by the  Participant.  The Trustee
     shall not vote those shares of Employer  Stock  credited to the Accounts of
     Participants for which no voting  directions are received.  With respect to
     shares of  Employer  Stock held in the Trust  which are not  credited  to a
     Participant's  Account,  the Plan Administrator  shall retain the status of
     named fiduciary and shall direct the voting of such Employer Stock.

     (b)  Tendering Rights. Notwithstanding any other provision of the Plan, the
          provisions  of this  Section  13.8(b)  shall  govern the  tendering of
          Employer  Stock by Putnam as Trustee under the Plan. In the event of a
          tender offer,  the Trustee shall tender  Employer  Stock in accordance
          with the directions of the Employer unless the Employer has elected in
          the  Plan  Agreement  that  Participants   shall  be  appointed  named
          fiduciaries as to the tendering of Employer  Stock in accordance  with
          the provisions of this Section 13.8(b).  The remainder of this Section
          13.8(b) applies only if the Employer elects in the Plan Agreement that
          Participants  shall direct the Trustee as to the tendering of Employer
          Stock.  For purposes of this Section 13.8(b),  the term  "Participant"
          includes any Beneficiary with an Account in the Plan which is invested
          in Employer Stock.

          Upon  commencement  of a tender  offer  for any  Employer  Stock,  the
     Employer  shall notify each Plan  Participant,  and use its best efforts to
     distribute  timely  or cause to be  distributed  to  Participants  the same
     information  that is distributed to  shareholders of the issuer of Employer
     Stock in connection  with the tender offer,  and after  consulting with the
     Trustee  shall  provide  at  the  Employer's   expense  a  means  by  which
     Participants  may direct the Trustee  whether or not to tender the Employer
     Stock  credited to their  Accounts  (whether or not  vested).  The Employer


<PAGE>56

     shall  provide  to  the  Trustee  a  copy  of  any  material   provided  to
     Participants and shall certify to the Trustees that the materials have been
     mailed or otherwise sent to Participants.

          Each Participant  shall have the right to direct the Trustee to tender
     or not to tender  some or all of the shares of Employer  Stock  credited to
     his Accounts.  Directions from a Participant to the Trustee  concerning the
     tender of Employer Stock shall be communicated in writing (or in such other
     manner as shall be made  available  and  agreed  upon by the  Employer  and
     Putnam) as is agreed upon by the  Trustees  and the  Employer.  The Trustee
     shall  tender or not tender  shares of  Employer  Stock as  directed by the
     Participant.  A Participant  who has directed the Trustee to tender some or
     all of the shares of Employer  Stock  credited to his Accounts  may, at any
     time  before the  tender  offer  withdrawals  date,  direct the  Trustee to
     withdraw some or all of the tendered shares, and the Trustee shall withdraw
     the directed number of shares from the tender offer before the tender offer
     withdrawal deadline. A Participant shall not be limited as to the number of
     directions  to  tender or  withdraw  that he may give to the  Trustee.  The
     Trustee  shall  not  tender  shares  of  Employer   Stock   credited  to  a
     Participant's  Accounts  for which it has received no  directions  from the
     Plan  Participant.  The  Trustee  shall  tender  that  number  of shares of
     Employer  Stock  not  credited  to  Participants'  Accounts  determined  by
     multiplying the total number of such shares by a fraction, the numerator of
     which is the number of shares of Employer Stock  credited to  Participants'
     Accounts for which the Trustee has received directions from Participants to
     tender  (which  directions  have not been  withdrawn as of the date of this
     determination),  and the denominator of which is the total number of shares
     of Employer Stock credited to Participants' Accounts.

          A  direction  by a  Participant  to the  Trustee  to tender  shares of
     Employer  Stock  credited to his Accounts shall not be considered a written
     election  under  the  Plan  by  the  Participant  to  withdraw  or to  have
     distributed  to him any or all of such shares.  The Trustee shall credit to
     each Account of the Plan  Participant  from which the tendered  shares were
     taken the  proceeds  received by the Trustee in exchange  for the shares of
     Employer  Stock tendered from that Account.  Pending  receipt of directions
     through the Administrator  from the Participant as to the investment of the
     proceeds of the tendered shares, the Trustee shall invest the proceeds,  as
     the Administrator shall direct. To the extent that any Participant gives no
     direction as to the  tendering  of Employer  Stock that he has the right to
     direct  under this  Section  13.8(a),  the  Trustee  shall not tender  such
     Employer Stock.

     (c)  Other Rights.  With respect to all rights in connection  with Employer
          Stock  other  than  the  right  to  vote  and  the  right  to  tender,
          Participants are hereby appointed named fiduciaries to the same extent
          (if any) as provided in the foregoing  paragraphs of this Section 13.8
          with  regard to the right to vote,  and the Trustee  shall  follow the
          directions of Participants and the Plan  Administrator  with regard to
          the  exercise  of such rights to the same extent as with regard to the
          right to vote.

     13.9.  Insurance  Contracts.  If so provided in the Plan Agreement or other
agreement  between the  Employer  and the Trustee,  the Plan  Administrator  may
direct  the  Trustee  to  receive  and hold or apply  assets of the Trust to the
purchase of individual or group  insurance or annuity  contracts  ("policies" or
"contracts")  issued by any insurance company and in a form approved by the Plan
Administrator  (including  contracts  under which the contract holder is granted
options to purchase  insurance or annuity  benefits),  or  financial  agreements
which  are  backed  by  group   insurance  or  annuity   contracts   ("financial
agreements").  If such investments are to be made, the Plan Administrator  shall
direct the Trustee to execute and deliver such  applications and other documents
as are  necessary  to  establish  record  ownership,  to  value  such  policies,
contracts or financial  agreements under the method of valuation selected by the
Plan   Administrator,   and  to  record  or  report  such  values  to  the  Plan
Administrator or any investment manager selected by the Plan  Administrator,  in
the form and manner agreed to by the Plan Administrator.

     The Plan  Administrator  may direct the Trustee to exercise or may exercise
directly the powers of contract  holder under any policy,  contract or financial
agreement, and the Trustee shall exercise such powers only upon direction of the
Plan Administrator. The Trustee shall have no authority to act in its own


<PAGE>57

discretion, with respect to the terms, acquisition, valuation, continued holding
and/or  disposition of any such policy,  contract or financial  agreement or any
asset  held  thereunder.  The  Trustee  shall be under no duty to  question  any
direction  of the Plan  Administrator  or to review the form of any such policy,
contract or financial  agreement or the selection of the issuer  thereof,  or to
make  recommendations to the Plan Administrator or to any issuer with respect to
the form of any such policy, contract or financial agreement.

     The Trustee shall be fully  protected in acting in accordance  with written
directions  of the Plan  Administrator,  and shall be under no liability for any
loss of any kind which may result by reason of any action taken or omitted by it
in  accordance  with any  direction of the Plan  Administrator,  or by reason of
inaction in the absence of written  directions from the Plan  Administrator.  In
the event that the Plan  Administrator  directs  that any monies or  property be
paid or delivered to the contract  holder other than for the benefit of specific
individual  beneficiaries,  the Trustee agrees to accept such monies or property
as assets of the Trust subject to all the terms hereof.

     13.10. Registration and Voting of Non-Putnam Investment Company Shares. All
shares of registered  investment companies other than Investment Companies shall
be  registered  in the  name  of the  Trustee  or its  nominee.  Subject  to any
requirements  of  applicable  law and to the  extent  provided  in an  agreement
between Putnam and a third party investment provider, the Trustee shall transmit
to the  Employer  copies of any notices of  shareholders'  meetings,  proxies or
proxy-soliciting  materials,  prospectuses  or the  annual or other  reports  to
shareholders,  with respect to shares of registered  investment  companies other
than  Investment  Companies  held in the Trust Fund.  Notwithstanding  any other
provision of the Plan,  the Trustee shall vote shares of  registered  investment
companies other than  Investment  Companies in accordance with the directions of
the  Employer.  Directions as to voting such shares must be in writing on a form
approved by the Trustee or such other manner  acceptable to the Trustee,  signed
by the Employer and delivered to the Trustee  within the time  prescribed by it.
The Trustee shall vote those shares of  registered  investment  companies  other
than  Investment  Companies for which no voting  directions  are received in the
same  proportion  as it votes  those  shares  for which it has  received  voting
directions.

<PAGE>58

     ARTICLE 14. TOP-HEAVY PLANS

     14.1.  Superseding Effect. For any Plan Year in which Plan is determined to
be a Top-Heavy Plan under Section 14.2(b), the provision of this Article 14 will
supersede any conflicting provisions in the Plan or the Plan Agreement.

     14.2.  Definitions.  For purposes of this Article 14, the terms below shall
be defined as follows:

     (a)  Key  Employee   means  any  Employee  or  former   Employee  (and  the
          Beneficiaries   of  such   Employee)   who  at  any  time  during  the
          determination period was: (i) an officer of the Employer having annual
          compensation  greater than 50% of the amount in effect  under  Section
          415(b)(1)(A)  of the Code; (ii) an owner (or considered an owner under
          Section  318 of the Code) of one of the ten largest  interests  in the
          Employer having annual  compensation  exceeding the dollar  limitation
          under  Section  415(c)(1)(A)  of the  Code;  (iii) a 5%  owner  of the
          Employer;   or  (iv)  a  1%  owner  of  the  Employer   having  annual
          compensation  of  more  than  $150,000.   Annual   compensation  means
          compensation  satisfying the definition elected by the Employer in the
          Plan Agreement,  but including (i) amounts contributed by the Employer
          pursuant to a salary reduction agreement which are excludable from the
          Employee's gross income under Section 125, Section 402(a)(8),  Section
          402(h) or Section  403(b) of the Code, and (ii) amounts of special pay
          such as overtime,  bonuses and commissions which are excluded from the
          definition of Compensation in the Plan  Agreement.  The  determination
          period is the Plan Year containing the Determination Date and the four
          preceding Plan Years. The  determination of who is a Key Employee will
          be made in  accordance  with  Section  416(i)(1)  of the  Code and the
          Regulations thereunder.

     (b)  Top-Heavy:  The  Plan is  Top-Heavy  for any  Plan  Year if any of the
          following conditions exists:

          (1)  If the Top-Heavy Ratio for this Plan exceeds 60% and this Plan is
               not  part  of  any  Required   Aggregation  Group  or  Permissive
               Aggregation Group of plans.

          (2)  If this Plan is a part of Required Aggregation Group of plans but
               not part of a  Permissive  Aggregation  Group  and the  Top-Heavy
               Ratio for the group of plans exceeds 60%.

          (3)  If this plan is part of a Required  Aggregation Group and part of
               a Permissive  Aggregation  Group of Plans and the Top-Heavy Ratio
               for the Permissive Aggregation group exceeds 60%.

     (c)  Top-Heavy Ratio means the following:

          (1)  If  the  Employer   maintains  one  or  more  qualified   defined
               contribution plans (or any simplified  employee pension plan) and
               the Employer has not  maintained  any qualified  defined  benefit
               plan which during the 5-year period  ending on the  Determination
               Date(s) has or has had accrued benefits,  the Top-Heavy ratio for
               this Plan alone or for the  Required  or  Permissive  Aggregation
               Group as appropriate is a fraction, the numerator of which is the
               sum of  the  account  balances  of all  Key  Employees  as of the
               Determination   Date(s)   (including  any  part  of  any  account
               distributed  in the  5-year  period  ending on the  Determination
               Date(s)),  and the denominator of which is the sum of all account
               balances  (including any part of any account balance  distributed
               in the 5-year period ending on the Determination  Date(s)),  both
               computed  in  accordance  with  Section  416 of the  Code and the
               regulations thereunder. Both the numerator and denominator of the
               Top-Heavy  Ratio are  increased to reflect any  contribution  not
               actually made as of the Determination Date, but which is required
               to be taken into  account on that date under  Section  416 of the
               Code and the regulations thereunder.


<PAGE>59

          (2)  If  the  Employer   maintains  one  or  more  qualified   defined
               contribution plans (or any simplified  employee pension plan) and
               the Employer  maintains or has  maintained  one or more qualified
               defined  benefit  plans which during the 5-year  period ending on
               the  Determination  Date(s) has or has had any accrued  benefits,
               the Top-Heavy  Ratio for any Required or  Permissive  Aggregation
               Group as appropriate is a fraction, the numerator of which is the
               sum of account  balances under the aggregated  qualified  defined
               contribution  plan or plans for all Key Employees,  determined in
               accordance  with (1)  above,  and the  Present  Value of  accrued
               benefits under the aggregated  qualified  defined benefit plan or
               plans for all Key Employees as of the Determination  Date(s), and
               the denominator of which is the sum of the account balances under
               the aggregated qualified defined  contributions plan or plans for
               all  Participants,  determined in accordance with (1) above,  and
               the Present Value of accrued benefits under the qualified defined
               benefit   plan  or  plans   for  all   Participants   as  of  the
               Determination  Date(s), all determined in accordance with Section
               416 of the  Code  and the  regulations  thereunder.  The  accrued
               benefits  under a defined  benefit plan in both the numerator and
               denominator  of  the  Top-Heavy   Ratio  are  increased  for  any
               distribution  of an accrued  benefit  made in the  5-year  period
               ending on the Determination Date.

          (3)  For purposes of (1) and (2) above,  the value of account balances
               and the Present  Value of accrued  benefits will be determined as
               of the most recent  Valuation Date that falls within or ends with
               the 12-month period ending on the  Determination  Date; except as
               provided  in  Section  416  of  the  Code  and  the   regulations
               thereunder  for the  first  and  second  Plan  Years of a defined
               benefit  plan.  The account  balances  and accrued  benefits of a
               Participant  (A)  who is not a Key  Employee  but  who  was a Key
               Employee in a prior Plan Year,  or (B) who has not been  credited
               with at least one Hour of  Service  for the  Employer  during the
               5-year  period  ending  on  the   Determination   Date,  will  be
               disregarded.  The  calculation  of the Top-Heavy  Ratio,  and the
               extent to which distributions,  rollovers and transfers are taken
               into account will be made in  accordance  with Section 416 of the
               Code  and  the  regulations   thereunder.   Deductible   Employee
               contributions  will not be taken into  account  for  purposes  of
               computing the Top-Heavy Ratio. When aggregating  plans, the value
               of account  balances and accrued benefits will be calculated with
               reference  to the  Determination  Dates that fall within the same
               calendar year.

                    The  accrued  benefit  of a  Participant  other  than  a Key
               Employee shall be determined  under (a) the method,  if any, that
               uniformly  applies for accrual purposes under all defined benefit
               plans  maintained  by the  Employer,  or (b) if  there is no such
               method,  as if such  benefit  accrued not more  rapidly  than the
               slowest  accrual  rate  permitted  under the  fractional  rule of
               Section 411(b)(1)(C) of the Code.

     (d)  Permissive  Aggregation Group means the Required  Aggregation Group of
          plans plus any other  qualified plan or plans (or simplified  employee
          pension  plan) of the Employer  which, when considered as a group with
          the  Required   Aggregation  Group,  would  continue  to  satisfy  the
          requirements of Section 401(a)(4) and 410 of the Code.

     (e)  Required  Aggregation  Group  means  (i)  each  qualified  plan of the
          Employer  in  which  at  least  one  Key  Employee   participates   or
          participated at any time during the determination  period  (regardless
          of whether the Plan has  terminated) and (ii) any other qualified plan
          of the  Employer  which  enables a plan  described  in (i) to meet the
          requirements of Section 401(a)(4) or 410 of the Code.

     (f)  Determination  Date means,  for any Plan Year  subsequent to the first
          Plan Year, the last day of the preceding Plan Year. For the first Plan
          Year of the Plan, the Determination  Date is the last day of that Plan
          Year.

     (g)  Valuation Date means the last day of the Plan Year.


<PAGE>60

     (h)  Present  Value  means  present  value based only on the  interest  and
          mortality rates specified by the Employer in the Plan Agreement.

          14.3. Minimum Allocation.

     (a)  Except as  otherwise  provided in  paragraphs  (c) and (d) below,  the
          Employer  contributions  and  Forfeitures  allocated  on behalf of any
          Participant  who is not a Key  Employee  shall  not be less  than  the
          lesser of 3% of such Participant's  Earnings, or in the case where the
          Employer  has no defined  benefit plan which  designates  this Plan to
          satisfy  Section 401 of the Code,  the largest  percentage of Employer
          contributions  and Forfeitures,  as a percentage of the Key Employee's
          Earnings,  allocated on behalf of any Key Employee for that year.  The
          minimum allocation is determined without regard to any Social Security
          contribution. This minimum allocation shall be made even though, under
          other Plan provisions, the Participant would not otherwise be entitled
          to receive an allocation,  or would have received a lesser  allocation
          of the  Employer's  contributions  and  Forfeitures  for the Plan Year
          because of (1) the Participant's  failure to be credited with at least
          1,000  Hours of  Service,  or (2) the  Participant's  failure  to make
          mandatory Employee contributions to the Plan, or (3) the Participant's
          receiving  Earnings  less  than  a  stated  amount.  Neither  Elective
          Deferrals,  Employer  Matching  Contributions  nor Qualified  Matching
          Contributions  for non-Key  Employees  shall be taken into account for
          purposes of satisfying the requirement of this Section 14.3(a).

     (b)  For purposes of computing the minimum  allocation,  Earnings will mean
          Section 415 Compensation as defined in Section 6.5(b) of the Plan.

     (c)  The   provision  in  paragraph  (a)  above  shall  not  apply  to  any
          Participant  who was not  employed by the  Employer on the last day of
          the Plan Year.

     (d)  The   provision  in  paragraph  (a)  above  shall  not  apply  to  any
          Participant  to the extent he is covered under any other plan or plans
          of the Employer,  and the Employer has provided in the Plan  Agreement
          that the minimum allocation  requirement applicable to Top-Heavy Plans
          will be met in the other plan or plans. Notwithstanding the foregoing,
          if the  Employer  has adopted  Putnam  paired  plans (as  described in
          Section 4.6) and the  Participant  is eligible to  participate in both
          paired plans, the minimum allocation  described in paragraph (a) shall
          be provided by the Putnam Money Purchase Pension Plan.

     (e)  The  minimum  allocation  required  (to  the  extent  required  to  be
          nonforfeitable  under Section 416(b) of the Code) may not be forfeited
          under Sections 411(a)(3)(B) or (D) of the Code.

          14.4. Adjustment of Fractions.  For any Plan Year in which the Plan is
     Top-Heavy,  the  Defined  Benefit  Fraction  and the  Defined  Contribution
     Fraction  described  in Article 6 shall each be computed  using 100% of the
     dollar  limitations  specified in Sections  415(b)(1)(A)  and  415(c)(1)(A)
     instead of 125%. The foregoing requirement shall not apply if the Top-Heavy
     Ratio  does  not  exceed  90% and the  Employer  has  elected  in the  Plan
     Agreement to provide increased minimum  allocations or benefits  satisfying
     Section 416(h)(2) of the Code.

          14.5. Minimum Vesting Schedules.  For any Plan Year in which this Plan
     is Top-Heavy (and, if the Employer so elects in the Plan Agreement, for any
     subsequent Plan Year), a minimum vesting schedule will automatically  apply
     to the Plan, as follows:

     (a)  If the  Employer  has  selected  in the Plan  Agreement  as the Plan's
          regular vesting schedule 100% immediate vesting, the Three-Year Cliff,
          Five-Year  Graded  or  Six-Year  Graded  schedule,  then the  schedule
          selected in the Plan  Agreement  shall  continue to apply for any Plan
          Year to which this Section 14.5 applies.


<PAGE>61

     (b)  If the  Employer  has  selected  in the Plan  Agreement  as the Plan's
          regular  vesting  schedule  the  Five-Year  Cliff  schedule,  then the
          Three-Year  Cliff  schedule shall apply in any Plan Year to which this
          Section 14.5 applies.

     (c)  If the  Employer  has  selected  in the Plan  Agreement  as the Plan's
          regular  vesting  schedule the Seven-Year  Graded  schedule,  then the
          Six-Year  Graded  schedule  shall apply in any Plan Year to which this
          Section 14.5 applies.

     (d)  If the  Employer  has  selected  in the Plan  Agreement  as the Plan's
          regular  vesting  schedule a schedule  other than those  described  in
          paragraphs (a), (b) and (c), then the Top-Heavy  schedule specified by
          the Employer in the Plan Agreement for this purpose shall apply in any
          Plan Year to which this Section 14.5 applies.

     The minimum vesting  schedule applies to all benefits within the meaning of
Section 411(a)(7) of the Code except those  attributable to Elective  Deferrals,
rollover   contributions   described   in  Section   4.5,   Qualified   Matching
Contributions,    Qualified    Nonelective    Contributions,    or   Participant
Contributions,  but including  benefits  accrued  before the  effective  date of
Section 416 of the Code and benefits  accrued before the Plan became  Top-Heavy.
Further, no reduction in a Participant's  nonforfeitable percentage may occur in
the event the Plan's status as Top-Heavy changes for any Plan Year. However, the
vested portion of the Employer Contribution Account or Employer Matching Account
of any  Employee  who  does  not  have an Hour of  Service  after  the  Plan has
initially  become  Top-Heavy  will be determined  without regard to this Section
14.5.

<PAGE>62

ARTICLE 15.  ADMINISTRATION OF THE PLAN

     15.1. Plan  Administrator.  The Plan Administrator shall be administered by
the Employer,  as Plan  Administrator  and Named Fiduciary within the meaning of
ERISA,  under rules of uniform  application;  provided,  however,  that the Plan
Administrator's  duties  and  responsibilities  may  be  delegated  to a  person
appointed  by the Employer or a committee  established  by the Employer for that
purpose,  in which case the committee shall be the Plan  Administrator and Named
Fiduciary.  The members of such a committee  shall act by majority vote, and may
by  majority  vote  authorize  any one or ones of  their  number  to act for the
committee.  The person or committee (if any) initially appointed by the Employer
may be named in the Plan Agreement,  but the Employer may remove any such person
or committee  member by written  notice to him, and any such person or committee
may resign by written notice to the Employer,  without the necessity of amending
the Plan  Agreement.  To the extent  permitted  under  applicable  law, the Plan
Administrator  shall  have the sole  authority  to enforce  the terms  hereof on
behalf of any and all persons  having or claiming any  interest  under the Plan,
and shall be  responsible  for the operation of the Plan in accordance  with its
terms. The Plan Administrator  shall have  discretionary  authority to determine
all questions arising out of the administration,  interpretation and application
of the Plan, all of which  determinations shall be conclusive and binding on all
persons. The Plan Administrator,  in carrying out its responsibilities under the
Plan, may rely upon the written  opinions of its counsel and on  certificates of
physicians.  Subject to the provisions of the Plan and applicable  law, the Plan
Administrator  shall have no  liability  to any person as a result of any action
taken or omitted  hereunder by the Plan  Administrator.

     15.2.  Claims  Procedure.  Claims for  participation  in or distribution of
benefits under the Plan shall be made in writing to the Plan  Administrator,  or
an agent  designated  by the Plan  Administrator  whose  name  shall  have  been
communicated  to all  Participants  and other persons as required by law. If any
claim so made is denied in whole or in part,  the  claimant  shall be  furnished
promptly by the Plan Administrator with a written notice:

     (a)  setting forth the reason for the denial,

     (b)  making reference to pertinent Plan provisions,

     (c)  describing  any additional  material or information  from the claimant
          which is necessary and why, and

     (d)  explaining the claim review procedure set forth herein.

     Within 60 days after denial of any claim for  participation or distribution
under the Plan,  the  claimant  may request in writing a review of the denial by
the Plan Administrator.  Any claimant seeking review hereunder shall be entitled
to examine all pertinent documents and to submit issues and comments in writing.
The Plan  Administrator  shall render a decision on review  hereunder;  provided
that if the Plan  Administrator  determines that a hearing would be appropriate,
its  decision on review shall be rendered  within 120 days after  receipt of the
request for review.  The  decision on review shall be in writing and shall state
the reason for the decision,  referring to the Plan  provisions upon which it is
based.

     15.3. Employer's Responsibilities. The Employer shall be responsible for:

     (a)  Keeping  records  of  employment  and  other  matters  containing  all
          relevant  data  pertaining  to any  person  affected  hereby  and  his
          eligibility to participate, allocations to his Accounts, and his other
          rights under the Plan;

     (b)  Periodic,  timely  filing  of  all  statements,  reports  and  returns
          required to be filed by ERISA;

     (c)  Timely  preparation and distribution of disclosure  materials required
          by ERISA;

     (d)  Providing notice to interested  parties as required by Section 7476 of
          the Code;


<PAGE>63

     (e)  Retention or records for periods required by law; and

     (f)  Seeing that all  persons  required to be bonded on account of handling
          assets of the Plan are bonded.

     15.4.  Recordkeeper.  The Recordkeeper is hereby designated as agent of the
Employer  under  the  Plan  to  perform   directly  or  through  agents  certain
ministerial duties in connection with the Plan, in particular:

                  (a)  To keep and regularly furnish to the Employer a
         detailed statement of each Participant's Accounts, showing
         contributions thereto by the Employer and the Participant, Investment
         Products purchased therewith, earnings thereon and Investment Products
         purchased therewith, and each redemption or distribution made for any
         reason, including fees or benefits; and

                  (b)  To the extent agreed between the Employer and the
         Recordkeeper, to prepare for the Employer or to assist the Employer to
         prepare such returns, reports or forms as the Employer shall be
         required to furnish to Participants and Beneficiaries or other
         interested persons and to the Internal Revenue Service or the
         Department of Labor; all as may be more fully set forth in a service
         agreement executed by the Employer and the Recordkeeper. If the
         Employer does not appoint another person or entity as Recordkeeper, the
         Employer itself shall be the Recordkeeper.

         15.5.  Prototype Plan. Putnam is the sponsor of the Putnam Basic
Plan Document, a prototype plan approved as to form by the Internal Revenue
Service. Provided that an Employer's adoption of the Plan is made known to and
accepted by Putnam in accordance with the Plan Agreement, Putnam will inform the
Employer of amendments to the prototype plan and provide such other services in
connection with the Plan as may be agreed between Putnam and the Employer.
Putnam may impose for its services as sponsor of the prototype plan such fees as
it may establish from time to time in a fee schedule addressed to the Employer.
Such fees shall, unless paid by the Employer, be paid from the Trust Fund, and
shall in that case be charged pro rata against the Accounts of all Participants.
The Trustee is expressly authorized to cause Investment Products to be sold or
redeemed for the purpose of paying such fees.



<PAGE>64

ARTICLE 16.  TRUSTEE

     16.1.  Powers  and  Duties  of the  Trustee.  The  Trustee  shall  have the
authority,  in addition to any authority given by law, to exercise the following
powers in the administration of the Trust:

     (a)  To invest all or a part of the Trust Fund in  Investment  Products  in
          accordance with the investment  instructions delivered by the Employer
          pursuant  to  Section  13.3,   without   restriction   to  investments
          authorized for fiduciaries,  including without  limitation any common,
          collective or commingled  trust fund maintained by the Trustee (or any
          other such fund,  acceptable to Putnam and the Trustee, that qualifies
          for  exemption  from  federal  income tax  pursuant to Revenue  Ruling
          81-100).  Any investment in, and any terms and conditions of, any such
          common, collective or commingled trust fund available only to employee
          trusts  which  meet the  requirements  of the Code,  or  corresponding
          provisions of subsequent  income tax laws of the United States,  shall
          constitute an integral part of this Agreement;

     (b)  If Putnam and the Trustee have consented thereto in writing, to invest
          without limit in stock of the Employer or any affiliated company;

     (c)  To  dispose  of all or part of the  investments,  securities  or other
          property  which  may from time to time or at any time  constitute  the
          Trust Fund in accordance with the written directions  furnished by the
          Employer for the investment of Participants'  separate Accounts or the
          payment of benefits or expenses of the Plan, and to make,  execute and
          deliver  to the  purchasers  thereof  good  and  sufficient  deeds  of
          conveyance therefore,  and all assignments,  transfers and other legal
          instruments,  either necessary or convenient for passing the title and
          ownership  thereto,  free and  discharged  of all trusts  and  without
          liability on the part of such  purchasers to see to the application of
          the purchase money;

     (d)  To hold cash  uninvested  to the extent  necessary  to pay benefits or
          expenses of the Plan;

     (e)  To follow directions of an investment  manager  appointed  pursuant to
          Section 13.7;

     (f)  To cause any investment of the Trust Fund to be registered in the name
          of the  Trustee or the name of its  nominee or  nominees  or to retain
          such  investment  unregistered  or in a form  permitting  transfer  by
          delivery;  provided that the books and records of the Trustee shall at
          all times show that all such investments are part of the Trust Fund;

     (g)  Upon written  direction of or through the Employer,  to vote in person
          or by proxy (in  accordance  with  Sections 13.6 and 13.10 and, in the
          case of stock of the  Employer,  at the  direction  of the Employer or
          Participants  in  accordance  with  Section  13.8) with respect to all
          securities that are part of the Trust Fund;

     (h)  To  consult  and  employ  any  suitable  agent to act on behalf of the
          Trustee  and to contract  for legal,  accounting,  clerical  and other
          services deemed  necessary by the Trustee to manage and administer the
          Trust Fund according to the terms of the Plan;

     (i)  Upon the written  direction  of the  Employer,  to make loans from the
          Trust Fund to  Participants  in amounts  and on terms  approved by the
          Plan  Administrator  in  accordance  with the  provisions of the Plan;
          provided  that the  Employer  shall have the sole  responsibility  for
          computing and collecting all loan repayments required to be made under
          the Plan; and

     (j)  To pay from the Trust Fund all taxes imposed or levied with respect to
          the Trust Fund or any part thereof under  existing or future laws, and
          to contest  the  validity  or amount of any tax  assessment,  claim or
          demand respecting the Trust Fund or any part thereof.

     16.2.  Limitation of Responsibilities.  Except as may otherwise be required
under  applicable law,  neither the Trustee nor any of its agents shall have any
responsibility for:


<PAGE>65

     (a)  Determining the correctness of the amount of any  contribution for the
          sole collection or payment of  contributions,  which shall be the sole
          responsibility of the Employer;

     (b)  Loss or breach  caused by any  Participant's  exercise of control over
          his  Accounts,   which  shall  be  the  sole   responsibility  of  the
          Participant;

     (c)  Loss or breach  caused by the  Employer's  exercise  of  control  over
          Accounts   pursuant  to  Section   13.3,   which  shall  be  the  sole
          responsibility of the Employer;

     (d)  Performance of any other  responsibilities not specifically  allocated
          to them under the Plan.

     16.3.  Fees and Expenses.  The  Trustee's  fees for  performing  its duties
hereunder  shall be such  reasonable  amounts  as shall  be  established  by the
Trustee from time to time in a fee  schedule  addressed  to the  Employer.  Such
fees,  any taxes of any kind which may be levied or assessed  upon or in respect
of the Trust Fund and any and all  expenses  reasonably  incurred by the Trustee
shall,  unless  paid by the  Employer,  be paid from the Trust  Fund and  shall,
unless allocable to the Accounts of specific  Participants,  be charged pro rata
against the Accounts of all Participants. The Trustee is expressly authorized to
cause Investment  Products to be sold or redeemed for the purpose of paying such
amounts.  Charges and expenses incurred in connection with a specific Investment
Product,  unless  allocable to the Accounts of specific  Participants,  shall be
charged pro rata  against the  Accounts of all  Participants  for whose  benefit
amounts have been invested in the specific Investment Product.

     16.4. Reliance on Employer.  The Trustee and its agents shall rely upon any
decision  of  the  Employer,  or of  any  person  authorized  by  the  Employer,
purporting  to be  made  pursuant  to  the  terms  of the  Plan,  and  upon  any
information  or statements  submitted by the Employer or such person  (including
those  relating to the  entitlement  of any  Participant  to benefits  under the
Plan), and shall not inquire as to the basis of any such decision or information
or  statements,  and shall incur no obligation or liability for any action taken
or omitted in reliance thereon.  The Trustee and its agents shall be entitled to
rely on the latest  written  instructions  received  from the Employer as to the
person or persons authorized to act for the Employer  hereunder,  and to sign on
behalf of the Employer any  directions or  instructions,  until receipt from the
Employer of written notice that such authority has been revoked.

     16.5. Action Without Instructions.  If the Trustee receives no instructions
from the Employer in response to communications  sent by registered or certified
mail to the  Employer  at its last  known  address  as shown on the books of the
Trustee,  then  the  Trustee  may  make  such  determinations  with  respect  to
administrative  matters  arising  under  the  Plan as it  considers  reasonable,
notwithstanding  any prior  instructions or directions  given by or on behalf of
the Employer,  but subject to any instruction or direction given by or on behalf
of  the   Participants.   To  the  extent   permitted  by  applicable  law,  any
determination  so made will be binding on all  persons  having or  claiming  any
interest  under the Plan or Trust,  and the Trustee will incur no  obligation or
responsibility  for any such  determination made in good faith or for any action
taken pursuant thereto. In making any such determination the Trustee may require
that it be furnished  with such relevant  documents as it  reasonably  considers
necessary.

     16.6.  Advice of Counsel.  The Trustee may consult with legal  counsel (who
may, but need not be, counsel for the Employer)  concerning any questions  which
may arise with respect to its rights and duties under the Plan,  and the opinion
of such counsel shall be full and complete protection to the extent permitted by
applicable  law in the  respect  of any action  taken or omitted by the  Trustee
hereunder in accordance with the opinion of such counsel.

     16.7.  Accounts.  The Trustee  shall keep full accounts of all receipts and
disbursements which pertain to investments in Investment  Products,  and of such
other  transaction as it is required to perform  hereunder.  Within a reasonable
time  following the close of each Plan Year, or upon its removal or  resignation
or upon  termination of the Trust and at such other times as may be appropriate,
the  Trustee  shall  render  to the  Employer  and any other  persons  as may be
required by law an account of its  administration  of the Plan and Trust  during
the period since the last previous such  accounting,  including such information


<PAGE>66

as may be required by law.  The written  approval of any account by the Employer
and all other persons to whom an account is rendered  shall be final and binding
as to all matters and  transactions  stated or shown therein,  upon the Employer
and Participants and all persons who then are or thereafter become interested in
the Trust. The failure of the Employer or any other person to whom an account is
rendered  to notify the party  rendering  the  account  within 60 days after the
receipt  of any  account of his or its  objection  to the  account  shall be the
equivalent of written  approval.  If the Employer or any other person to whom an
account is rendered files any objections  within such 60-day period with respect
to any matters or  transactions  stated or shown in the account and the Employer
or such other person and the party  rendering the account cannot amicably settle
the questions raised by such objections, the party rendering the account and the
Employer or such person shall have the right to have such  questions  settled by
judicial  proceedings,  although  the  Employer or such other  person to whom an
account is rendered shall have, to the extent  permitted by applicable law, only
60 days from  filing of  written  objection  to the  account to  commence  legal
proceedings.  Nothing herein  contained  shall be construed so as to deprive the
Trustee  of the right to have a  judicial  settlement  of its  accounts.  In any
proceeding for a judicial  settlements of any account or for  instructions,  the
only necessary parties shall be the Trustee, the Employer and persons to whom an
account is required by law to be rendered.

     16.8. Access to Records.  The Trustee shall give access to its records with
respect to the Plan at reasonable  times and on reasonable  notice to any person
required by law to have access to such records.

     16.9. Successors.  Any corporation into which the Trustee may merge or with
which it may  consolidate or any  corporation  resulting from any such merger or
consolidation  shall be the  successor of the Trustee  without the  execution or
filing of any additional instrument or the performance of any further act.

     16.10.  Persons  Dealing with Trustee.  No person  dealing with the Trustee
shall be bound  to see to the  application  of any  money  or  property  paid or
delivered  to the Trustee or to inquire  into the  validity or  propriety of any
transactions.

     16.11.  Resignation and Removal:  Procedure.  The Trustee may resign at any
time by giving  60 days'  written  notice to the  Employer  and to  Putnam.  The
Employer may remove the Trustee at any time by giving 60 days' written notice to
the  party  removed  and to  Putnam.  In any  case  of  resignation  or  removal
hereunder,  the period of notice may be  reduced  to such  shorter  period as is
satisfactory  to the Trustee and the Employer.  Notwithstanding  anything to the
contrary herein, any resignation  hereunder shall take effect at the time notice
thereof is given if the Employer may no longer participate in the prototype Plan
and is deemed to have an individually designed plan at the time notice is given.

     16.12.  Action  of  Trustee  Following  Resignation  or  Removal.  When the
resignation  or removal of the Trustee  becomes  effective,  the  Trustee  shall
perform all acts necessary to transfer the Trust Fund to its successor. However,
the  Trustee  may reserve  such  portion of the Trust Fund as it may  reasonably
determine  to be necessary  for payment of its fees and any taxes and  expenses,
and any balance of such reserve  remaining after payment of such fees, taxes and
expenses  shall  be paid  over  to its  successor.  The  Trustee  shall  have no
responsibility  for acts or omissions  occurring after its  resignation  becomes
effective.

     16.13.  Effect of  Resignation  or Removal.  Resignation  or removal of the
Trustee  shall not  terminate  the  Trust.  In the event of any  vacancy  in the
position of Trustee,  whether the vacancy occurs  because of the  resignation or
removal of the  Trustee,  the  Employer  shall  appoint a successor  to fill the
vacant  position.  If the Employer does not appoint such a successor who accepts
appointment  by the later of 60 days after notice of  resignation  or removal is
given or by such later date as the Trustee and  Employer may agree in writing to
postpone the effective date of the Trustee's resignation or removal, the Trustee
may apply to a court of competent jurisdiction for such appointment or cause the
Trust to be terminated,  effective as of the date  specified by the Trustee,  in
writing  delivered to the  Employer.  Each  successor  Trustee so appointed  and
accepting a  trusteeship  hereunder  shall have all of the rights and powers and
all of the duties and obligations of the original Trustee,  under the provisions
hereof, but shall have no responsibility for acts or omissions before he becomes
a Trustee.

     16.14.  Fiscal Year of Trust.  The fiscal  year of the Trust will  coincide
with the Plan Year.


<PAGE>67

     16.15. Limitation of Liability.  Except as may otherwise be required by law
and other  provisions of the Plan, no fiduciary of the Plan,  within the meaning
of Section 3(21) of ERISA,  shall be liable for any losses incurred with respect
to the  management  of the Plan,  nor  shall he or it be liable  for any acts or
omissions  except  those  caused  by his or its own  negligence  or bad faith in
failing to carry out his or its duties under the terms contained in the Plan.

     16.16.  Indemnification.  Subject to the limitations of applicable law, the
Employer agrees to indemnify and hold harmless (i) all  fiduciaries,  within the
meaning of ERISA  Sections  3(21) and 404,  and (ii) Putnam,  for all  liability
occasioned  by any act of such  party or  omission  to act,  in good  faith  and
without  negligence,  and  for  all  expenses  incurred  by any  such  party  in
determining its duty or liability under ERISA with respect to any question under
the Plan.



<PAGE>68

ARTICLE 17.  AMENDMENT

     17.1.  General.  The  Employer  reserves  the power at any time or times to
amend the provisions of the Plan and the Plan Agreement to any extent and in any
manner that it may deem advisable. If, however, the Employer makes any amendment
(including  an  amendment   occasioned  by  a  waiver  of  the  minimum  funding
requirement under Section 412(d) of the Code) other than

     (a)  a change in an election made in the Plan Agreement,

     (b)  amendments  stated  in the  Plan  Agreement  which  allow  the Plan to
          satisfy Section 415 and to avoid duplication of minimums under Section
          416 of the Code because of the required aggregation of multiple plans,
          or

     (c)  model  amendments  published by the  Internal  Revenue  Service  which
          specifically provide that their adoption will not cause the Plan to be
          treated as individually designed,

the  Employer  shall cease to  participate  in this  prototype  Plan and will be
considered to have an  individually  designed plan. In that event,  Putnam shall
have no further  responsibility  to provide to the  Employer any  amendments  or
other material incident to the prototype plan, and Putnam may resign immediately
as Trustee and as  Recordkeeper.  Any amendment shall be made by delivery to the
Trustee (and the Recordkeeper,  if any) of a written instrument  executed by the
Employer  providing for such amendment.  Upon the delivery of such instrument to
the Trustee, such instrument shall become effective in accordance with its terms
as to  all  Participants  and  all  persons  having  or  claiming  any  interest
hereunder, provided, that the Employer shall not have the power:

          (1)  to amend the Plan in such a manner as would  cause or permit  any
               part of the assets of the Trust to be diverted to purposes  other
               than   the   exclusive   benefit   of   Participants   or   their
               Beneficiaries,  or as would  cause or permit any  portion of such
               assets to revert to or become the property of the Employer.

          (2)  to amend the Plan  retroactively  in such a manner as would  have
               the effect of decreasing a Participant's accrued benefit,  except
               that a Participant's Account balance may be reduced to the extent
               permitted  under Section  412(c)(8) of the Code.  For purposes of
               this paragraph (2), and amendment  shall be treated as reducing a
               Participant's  accrued  benefit if it has the effect of  reducing
               his  Account  balance,  or of  eliminating  an  optional  form of
               benefit with respect to amount attributable to contributions made
               performed before the adoption of the amendment; or

          (3)  to  amend  the  Plan  so  as  to   decrease   the  portion  of  a
               Participant's Account balance that has become vested, as compared
               to the  portion  that was  vested,  under  the  terms of the Plan
               without regard to the amendment,  as of the later of the date the
               amendment is adopted or the date it becomes effective.

          (4)  to amend the Plan in such a manner as would  increase  the duties
               or  liabilities  of the  Trustee or the  Recordkeeper  unless the
               Trustee or the Recordkeeper consents thereto in writing.


<PAGE>69

     17.2.  Delegation  of Amendment  Power.  The  Employer  and all  sponsoring
organizations of the Putnam Basic Plan Document  delegate to Putnam Mutual Funds
Corp.,  the power to amend the Plan  (including  the power to amend this Section
18.2 to name a successor to which such power of amendment  shall be  delegated),
for the purpose of adopting  amendments  which are  certified  to Putnam  Mutual
Funds Corp., by counsel  satisfactory  to it, as necessary or appropriate  under
applicable  law,  including any regulation or ruling issued by the United States
Treasury Department or any other federal or state department or agency; provided
that Putnam Mutual Funds Corp.,  or such successor may amend the Plan only if it
has mailed a copy of the  proposed  amendment  to the Employer at its last known
address  as shown on its  books by the  date on  which  it  delivers  a  written
instrument providing for such amendment,  and only if the same amendment is made
on said date to all plans in this form as to which Putnam Mutual Funds Corp., or
such  successor has a similar power of amendment.  If a sponsoring  organization
does not adopt any amendment made by Putnam Mutual Funds Corp.,  such sponsoring
organization  shall  cease to  participate  in this  prototype  Plan and will be
considered to have an  individually  designed  plan.  If, upon the submission of
this  Putnam  Basic Plan  Document  #07 to the  Internal  Revenue  Service for a
determination  letter,  the Internal Revenue Service determines that changes are
required  to the  Basic  Plan  Document  but not to the form of Plan  Agreement,
Putnam shall  furnish a copy of the revised  Basic Plan Document to the Employer
and the Employer will not be required to execute a revised Plan Agreement.





<PAGE>70

ARTICLE 18.  TERMINATION OF THE PLAN AND TRUST

     18.1. General. The Employer has established the Plan and the Trust with the
bona  fide  intention  and  expectation  that  contributions  will be  continued
indefinitely,  but the Employer shall have no obligation or liability whatsoever
to  maintain  the  Plan  for  any  given  length  of time  and  may  discontinue
contributions under the Plan or terminate the Plan at any time by written notice
delivered  to the  Trustee,  without  any  liability  whatsoever  for  any  such
discontinuance or termination.

     18.2. Events of Termination.  The Plan will terminate upon the happening of
any of the following events:

          (a)  Death of the Employer,  if a sole  proprietor,  or dissolution or
               termination  of the Employer,  unless  within 60 days  thereafter
               provision is made by the  successor to the business  with respect
               to which the Plan was  established  for the  continuation  of the
               Plan, and such continuation is approved by the Trustee;

          (b)  Merger,  consolidation or reorganization of the Employer into one
               or more  corporations  or  organizations,  unless  the  surviving
               corporations or organizations  adopt the Plan by an instrument in
               writing  delivered  to the  Trustee  within  60 days  after  such
               merger, consolidation and reorganization;

          (c)  Sale of all or  substantially  all of the assets of the Employer,
               unless the purchaser  adopts the Plan by an instrument in writing
               delivered to the Trustee within 60 days after the sale;

          (d)  The  institution  of  bankruptcy  proceedings  by or against  the
               Employer,  or a general  assignment by the Employer to or for the
               benefit  of  its   creditors;   or

          (e)  Delivery of notice of termination as provided in Section 18.1.

     18.3. Effect of Termination.  Notwithstanding  any other provisions of this
Plan,  other  than  Section  18.4,  upon  termination  of the  Plan or  complete
discontinuance of contributions  thereunder,  each  Participant's  Accounts will
become fully vested and  nonforfeitable,  and upon  partial  termination  of the
Plan, the Accounts of each Participant  affected by the partial termination will
become fully vested and nonforfeitable. The Employer shall notify the Trustee in
writing of such termination,  partial termination or complete  discontinuance of
contributions.  In the  event  of  the  complete  termination  of  the  Plan  or
discontinuance of contributions, the Trustee will, after payment of all expenses
of the Trust Fund, make  distribution of the Trust assets to the Participants or
other persons entitled thereto, in such form as the Employer may direct pursuant
to Article 10 or, in the absence of such direction,  in a single payment in cash
or in kind. Upon completion of such distributions under this Article,  the Trust
will terminate,  the Trustee will be relieved from their  obligations  under the
Trust,  and  no  Participant  or  other  person  will  have  any  further  claim
thereunder.

     18.4. Approval of Plan. Notwithstanding any other provision of the Plan, if
the Employer  fails to obtain or to retain the approval by the Internal  Revenue
Service of the Plan as a qualified plan under Section  401(a) of the Code,  then
(i) the Employer shall promptly notify the Trustee, and (ii) the Employer may no
longer  participate in the Putnam  prototype plan, but will be deemed to have an
individually  designed plan. If it is determined by the Internal Revenue Service
that the Plan upon its initial adoption does not qualify under Section 401(a) of
the Code,  all assets then held under the Plan will be returned  within one year
of the denial of initial  qualification  to the Participants and the Employer to
the extent attributable to their respective  contributions and any income earned
thereon,  but  only if the  application  for  qualification  is made by the time
prescribed by law for filing the  Employer's  federal  income tax return for the
taxable year in which the Plan is adopted,  or such later date as the  Secretary
of the  Treasury  may  prescribe.  Upon  such  distribution,  the  Plan  will be
considered to be rescinded and to be of no force or effect.


<PAGE>71

ARTICLE 19.  TRANSFERS TO OR FROM OTHER QUALIFIED PLANS; MERGERS

     19.1. General.  Notwithstanding any other provision hereof,  subject to the
approval of the Trustee  there may be  transferred  to the Trustee all or any of
the assets held (whether by a trustee, custodian or otherwise) in respect of any
other plan which satisfies the applicable  requirements of Section 401(a) of the
Code and which is maintained for the benefit of any Employee (provided, however,
that  the  Employee  is not a  member  of a class  of  Employees  excluded  from
eligibility to participate in the Plan). Any such assets so transferred shall be
accompanied  by written  instructions  form the Employer  naming the persons for
whose  benefit  such assets have been  transferred  and showing  separately  the
respective  contributions  made by the Employer and by the  Participants and the
current value of the assets attributable thereto. Notwithstanding the foregoing,
if a Participant's employment classification changes under Section 3.5 such that
the he begins  participation  in another plan of the Employer,  his Account,  if
any, shall, upon the  Administrator's  direction,  be transferred to the plan in
which he has become  eligible to  participate,  if such plan permits  receipt of
such Account.

     19.2. Amounts Transferred. The Employer shall credit any assets transferred
pursuant  to Section  19.1 or Section  3.5 to the  appropriate  Accounts  of the
persons  for whose  benefit  such  assets  have been  transferred.  Any  amounts
credited as  contributions  previously  made by an  employer or by such  persons
under such other plan shall be treated as  contributions  previously  made under
the Plan by the Employer or by such persons, as the case may be.

     19.3. Merger or Consolidation. The Plan shall not be merged or consolidated
with any other plan,  nor shall any assets or  liabilities  of the Trust Fund be
transferred to any other plan,  unless each Participant  would receive a benefit
immediately after the transaction,  if the Plan then terminated,  which is equal
to or  greater  than  the  benefit  he  would  have  been  entitled  to  receive
immediately before the transaction if the Plan had then terminated.


<PAGE>72

ARTICLE 20.  MISCELLANEOUS

     20.1. Notice of Plan. The Plan shall be communicated to all Participants by
the Employer on or before the last day on which such  communication  may be made
under applicable law.

     20.2. No Employment  Rights.  Neither the establishment of the Plan and the
Trust, nor any amendment thereof,  nor the creation of any fund or account,  nor
the payment of any benefits  shall be construed as giving to any  Participant or
any other  person any legal or  equitable  right  against  the  Employer  or the
Trustee,  except as provided herein or by ERISA; and in no event shall the terms
or  employment  or  service  of any  Participant  be  modified  or in any way be
affected hereby.

     20.3.  Distributions  Exclusively From Plan. Participants and Beneficiaries
shall  look  solely  to the  assets  held in the Trust  for the  payment  of any
benefits under the Plan.

     20.4. No Alienation.  The benefits provided  hereunder shall not be subject
to alienation,  assignment,  garnishment,  attachment,  execution or levy of any
kind,  and any attempt to cause such  benefits to be so  subjected  shall not be
recognized, except as provided in Section 12.4 or in accordance with a Qualified
Domestic  Relations  Order.  The Plan  Administrator  shall determine  whether a
domestic  relations  order is qualified in  accordance  with written  procedures
adopted by the Plan  Administrator.  Notwithstanding  the  foregoing,  and order
shall not fail to be a Qualified  Domestic  Relations  Order  merely  because it
requires a distribution  to an alternate  payee (or the  segregation of accounts
pending  distribution to an alternate payee) before the Participant is otherwise
entitled to a distribution under the Plan.

     20.5. Provision of Information.  The Employer and the Trustee shall furnish
to each other such information relating to the Plan and Trust as may be required
under  the Code or ERISA and any  regulations  issued  or forms  adopted  by the
Treasury Department or the Labor Department or otherwise thereunder.

     20.6. No Prohibited  Transactions.  The Employer and the Trustee shall,  to
the extent of their respective powers and authority under the Plan,  prevent the
Plan from  engaging  in any  transaction  known by that person to  constitute  a
transaction  prohibited by Section 4975 of the Code and any rules or regulations
with respect thereto.

     20.7. Governing Law. The Plan shall be construed,  administered,  regulated
and governed in all respects under and by the laws of the United States,  and to
the  extent  permitted  by  such  laws,  by  the  laws  of the  Commonwealth  of
Massachusetts.

     20.8.  Gender.  Whenever  used herein,  a pronoun in the  masculine  gender
includes the feminine gender unless the context clearly indicates otherwise.