<PAGE>

                                                                    Exhibit 10.1


                                              CYBER-CARE RETIREMENT SAVINGS PLAN











Defined Contribution Plan 8.0

Restated January 1, 1999


<PAGE>


                                TABLE OF CONTENTS

  INTRODUCTION

ARTICLE I             FORMAT AND DEFINITIONS

      Section 1.01    Format
      Section 1 .02   Definitions

ARTICLE II            PARTICIPATION

     Section2.01      Active Participant
     Section2.02      Inactive Participant
     Section2.03      Cessation of Participation
     Section2.04      Adopting Employers - Single Plan

ARTICLE III           CONTRIBUTIONS

     Section3.01      Employer Contributions
     Section3.0 A     Rollover Contributions
     Section3.02      Forfeitures
     Section3.03      Allocation
     Section3.04      Contribution Limitation
     Section3.05      Excess Amounts

ARTICLE IV            INVESTMENT OF CONTRIBUTIONS

      Section 4.01    Investment and Timing of Contributions
      Section 4.01 A  Investment in Qualifying Employer Securities

ARTICLE V             BENEFITS

     Section5.01      Retirement Benefits
     Section5.02      Death Benefits
     Section5.03      Vested Benefits
     Section5.04      When Benefits Start
     Section5.06      Withdrawal Benefits
     Section5.06      Loans to Participants
     Section5.07      Distributions Under Qualified Domestic Relations Orders

ARTICLE VI            DISTRIBUTION OF BENEFITS

     Section6.01      Automatic Forms of Distribution
     Section6.02      Optional Forms of Distribution
     Section6.03      Election Procedures
     Section6.04      Notice Requirements



RESTATEMENT JANUARY 1, 1999            3             TABLE OF CONTENTS (4-45670)

<PAGE>

ARTICLE VII           DISTRIBUTION REQUIREMENTS

      Section 7.01    Application
      Section 7.02    Definitions
      Section 7.03    Distribution Requirements
ARTICLE VIII          TERMINATION OF THE PLAN

ARTICLE IX            ADMINISTRATION OF THE PLAN

     Section9.01      Administration
     Section9.02      Expenses
     Section9.03      Records
     Section9.04      Information Available
     Section9.05      Claim and Appeal Procedures
     Section9.06      Delegation of Authority
     Section9.07      Exercise of Discretionary Authority
     Section9.08      Voting and Tender of Qualifying ~EmpIoyer Securities

ARTICLE X             GENERAL PROVISIONS

     Section10.01     Amendments
     Section10.02     Direct Rollovers
     Section10.03     Mergers and Direct Transfers
     Section10.04     Provisions Relating to the Insurer and Other Parties
     Section10.05     Employment Status
     Section10.06     Rights to Plan Assets
     Section10.07     Beneficiary
     Section  10.08   Nonalienation of Benefits
      Section         10.09   Construction
      Section  10.10  Legal Actions
      Section         10.11   Small Amounts
      Section         10.12   Word Usage
      Section         10.13   Change in Service Method
      Section         10.14   Military Service
      Section         10.1 5  Qualification of Plan

ARTICLE XI            TOP-HEAVY PLAN REQUIREMENTS

    Section11.01      Application
    Section11.02      Definitions
    Section11.03      Modification of Vesting Requirements
    Section11.04      Modification of Contributions
    Section11.05      Modification of Contribution Limitation


PLAN EXECUTION
RESTATEMENT JANUARY 1, 1999           4              TABLE OF CONTENTS (4-45670)

<PAGE>

                                  INTRODUCTION

      The Primary Employer previously established a retirement savings plan on
  January 1, 1999.

      The Primary Employer is of the opinion that the plan should be changed. It
  believes that the best means to accomplish these changes is to completely
  restate the plans terms, provisions and conditions. The restatement, effective
  January 1, 1999, is set forth in this document and is substituted in lieu of
  the prior document.

      It is intended that the restated retirement savings plan qualify as a
  profit Sharing plan under the Internal Revenue Code of 1986, including any
  later amendments to the Code. The Employer agrees to operate the plan
  according to the terms, provisions and conditions set forth in this document.

      This restatement is made retroactively to reflect the law changes made
  through the Internal Revenue Service Restructuring and Reform Act of 1998. The
  provisions of this Plan apply as of the effective date of the restatement
  except as provided in the attached addendums which reflect the operation of
  the Plan between the effective date of the restatement and the date this
  restatement is adopted and identify those provisions which are not amended
  retroactively.

RESTATEMENT JANUARY 1, 1999                 5
                                                                    INTRODUCTION
                                                                       (4-45670)

<PAGE>

                                    ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

      Words and phrases defined in the DEFINITIONS SECTION of Article I shall
  have that defined meaning when used in this Plan, unless the context clearly
  indicates otherwise.

      These words and phrases have an initial capital letter to aid in
  identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

Account means, for a Participant, his share of the Plan Fund. Separate
accounting records are kept for those parts of his Account that result from:

(a)   Elective Deferral Contributions

(b}   Matching Contributions

 c)   Qualified Nonelective Contributions

d)    Other Employer Contributions

e)    Rollover Contributions

If the Participant's Vesting Percentage is less than 100% as to any of the
Employer Contributions, a separate accounting record will be kept for any part
of his Account resulting from such Employer Contributions and, if there has been
a prior Forfeiture Date, from such Contributions made before a prior Forfeiture
Date.

      A Participant's Account shall be reduced by any distribution of his Vested
      Account and by any Forfeitures. A Participant's Account shall participate
      in the earnings credited, expenses charged, and any appreciation or
      depreciation of the Investment Fund. His Account is subject to any minimum
      guarantees applicable under the Annuity Contract or other investment
      arrangement and to any expenses associated therewith.

      Accrual Computation Period means a consecutive 12-month period ending on
      the last day of each Plan Year, including corresponding consecutive
      12-month periods before January 1. 1999.

      ACP Test means the nondiscrimination test described in Code Section 401
      (m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION
      of Article Ill.

      Active Participant means an Eligible Employee who is actively
      participating in the Plan according to the provisions in the ACTIVE
      PARTICIPANT SECTION of Article II.


RESTATEMENT JANUARY 1,1999             6                  ARTIC.I F I 14-4!5R701

<PAGE>


      Adopting Employer means an employer which is a Controlled Group member and
      which is listed in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article
      II.

      ADP Test means the nondiscrimination test described in Code Section
      401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS
      SECTION of Article III.

      Affiliated Service Group means any group of corporations, partnerships or
      other organizations of which the Employer is a part and which is
      affiliated within the meaning of Code Section 414(m) and regulations
      thereunder. Such a group includes at least two organizations one of which
      is either a service organization (that is, an organization the principal
      business of which is performing services), or an organization the
      principal business of which is performing management functions on a
      regular and continuing basis. Such service is of a type historically
      performed by employees. In the case of a management organization, the
      Affiliated Service Group shall include organizations related, within the
      meaning of Code Section 144(a)(3), to either the management organization
      or the organization for which it performs management functions. The term
      Controlled Group, as it is used in this Plan, shall include the term
      Affiliated Service Group.

      Annual Compensation means, for a Plan Year the Employee's Compensation
      for. the Compensation Year ending with or within the consecutive 1 2-month
      period ending on the last day of the Plan Year.

      Annual Compensation shall only include Compensation received while an
      Active Participant.

      Annuity Contract means the annuity contract or contracts into which the
      Trustee enters with the Insurer for guaranteed benefits, for the
      investment of Contributions in separate accounts, and for the payment of
      benefits under this Plan. The term Annuity Contract as it is used in this
      Plan shall include the plural unless the context clearly indicates the
      singular is meant.

      Annuity Starting Date means, for a Participant, the first day of the first
      period for which an amount is payable as an annuity or any other form.

      Beneficiary means the person or persons named by a Participant to receive
      any benefits under the Plan when the Participant dies. See the BENEFICIARY
      SECTION of Article X.

      Claimant means any person who makes a claim for benefits under this Flap.
      See the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

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

      Compensation means, except for purposes of the CONTRIBUTION LIMITATION
      SECTION of Article III and Article XI, the total earnings, except as
      modified in this definition, paid or made available to an Employee by the
      Employer during any specified period.

      "Earnings in this definition means wages within the meaning of Code
      Section 3401(a) and all other payments of compensation to an Employee by
      the Employer (in the course of the Employer's trade or business) for which
      the Employer is required to furnish the Employee a written statement under
      Code Sections 6041(d), 6O51(a)(3), and 6052. Earnings must be determined
      without regard to any rules under Code Section 3401 Ca) that limit the
      remuneration included in wages based on the nature or location of the
      employment or the services performed (such as the exception for
      agricultural labor in


RESTATEMENT JANUARY 1, 1999                   7
                                                            ARTICLE I (4-45670


<PAGE>

      Code Section 3401(a)(2)). The amount reported in the `Wages, Tips and
      Other Compensation' box on Form W-2 satisfies this definition.

      For any Self-employed Individual, Compensation means Earned Income.

      Compensation shall also include elective contributions. For this purpose,
      Elective contributions are amounts excludible from the gross income of the
      Employee under Code Sections 402(g) or 125 and contributed by the
      Employer, at the Employee's election, to a Code Section 401(k)
      arrangement, a simplified employee pension, tax-sheltered annuity, simple
      retirement account, or cafeteria plan. Elective contributions also include
      amounts deterred under a Code Section 457 plan maintained by the Employer.

      For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer
      may elect to use an alternative nondiscriminatory definition of
      Compensation in accordance with the regulations under Code Section 414(s).

      For Plan Years beginning on or after January 1, 1994, the annual
      Compensation of each Participant taken into account for determining all
      benefits provided under the Plan for any determination period shall not
      exceed $150,000. as adjusted for increases in the cost-of-living in
      accordance with Code Section 401 (a)C1 71(6). The cost-of-living
      adjustment in effect for a calendar year applies to any determination
      period beginning in such calendar year.

      If a determination period consists of fewer than 12 months, the annual
      limit is an amount equal to the otherwise applicable annual limit
      multiplied by a fraction. The numerator of the fraction is the number of
      months in the short determination period, and the denominator of the
      fraction is 12.

      If Compensation for any prior determination period is taken into account
      in determining a Participant's contributions or benefits for the current
      Plan Year, the Compensation for such prior determination period is subject
      to the applicable annual compensation limit in effect for that
      determination period. For this purpose, in determining contributions or
      benefits in Plan Years beginning on or after January 1, 1994, the annual
      compensation limit in effect for determination periods beginning before
      that date is $1 50,000.

      Compensation means, for a Leased Employee, Compensation for the services
      the Leased Employee performs for the Employer, determined in the same
      manner as the Compensation of Employees who are not Leased Employees
      regardless of whether such Compensation is received directly from the
      Employer or from the leasing organization.

      For an Employee whose date of hire is less than 12 months before the end
      of the consecutive 12-month period designated, Compensation shall be
      determined over the consecutive 12-month period ending on the last day of
      the Plan Year.

      Contingent Annuitant means an individual named by the Participant to
      receive a lifetime benefit after the Participant's death in accordance
      with a survivorship life annuity.



RESTATEMENT JANUARY 1, 1999
                                          8                  ARTICLE I (4-45670)


<PAGE>

      Contributions means


           Elective Deferral Contributions
           Matching Contributions
           Qualified Nonelective Contributions
           Discretionary Contributions
           Rollover Contributions

      as set out in Article III, unless the context clearly indicates only
      specific contributions are meant.

      Controlled Group means any group of corporations, trades, or businesses of
      which the Employer is a part that are under common control. A Controlled
      Group includes any group of corporations, trades, or businesses, whether
      or not incorporated, which is either a parent-subsidiary group, a
      brother-sister group, or a combined group within the meaning of Code
      Section 414(b), Code Section 414(c) and regulations thereunder and, for
      purposes of determining contribution limitations under the CONTRIBUTION
      LIMITATION SECTION of Article Ill, as modified by Code Section 415(h) and,
      for the purpose of identifying Leased Employees, as modified by Code
      Section 144(a)(3). The term Controlled Group, as it is used in this Plan,
      shall include the term Affiliated Service Group and any other employer
      required to be aggregated with the Employer under Code Section 414(o) and
      the regulations thereunder.

      Direct Rollover means a payment by the Plan to the Eligible Retirement
      Plan specified by the Distributee.

      Discretionary Contributions means discretionary contributions made by the
      Employer to fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of
      Article Ill.

      Distributee means an Employee or former Employee. In addition, the
      Employee's (or former Employee's) surviving spouse and the Employee's (or
      former Employee's) spouse or former spouse who is the alternate payee
      under a qualified domestic relations order, as defined in Code Section
      414(p), are Distributees with regard to the interest of the spouse or
      former spouse.

      Earned Income means, for a SeIf-employed Individual, net earnings from
      self-employment in the trade or business for which this Plan is
      established if such Self-employed Individual's personal services are a
      material income producing factor for that trade or business. Net earnings
      shall be determined without regard to items not included in gross income
      and the deductions properly allocable to or chargeable against such items.
      Net earnings shall be reduced for the employer contributions to the
      Employer's qualified retirement plan(s) to the extent deductible under
      Code Section 404.

      Net earnings shall be determined with regard to the deduction allowed to
      the Employer by Code Section 164(f) for taxable years beginning after
      December 31, 1989.

      Elective Deferral Contributions means contributions made by the Employer
      to fund this Plan in accordance with elective deferral agreements between
      Eligible Employees and the Employer.

      Elective deferral agreements shall be made, changed, or terminated
      according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of
      Article Ill.

      Elective Deferral Contributions shall be 100% vested and subject to the
      distribution restrictions of Code Section 401(k) when made. See the WHEN
      BENEFITS START SECTION of Article V.



RESTATEMENT JANUARY 1, 1999               9                 ARTICLE I (4-45670)


<PAGE>

       Eligibility Service means an Employee's Period of Service. Eligibility
       Service shall be measured from his Employment Commencement Date to his
       most recent Severance Date. Eligibility Service shall be reduced by any
       Period of Severance that occurred prior to his most recent Severance
       Date, unless such Period of Severance is included under the service
       spanning rule below. This period of Eligibility Service shall be
       expressed as months (on the basis that 30 days equal one month).

       However, Eligibility Service is modified as follows:

       Period of Military Duty included:

           A Period of Military Duty shall be included as service with the
           Employer to the extent it has not already been credited.

       Period of Severance included (service spanning rule):

           A Period of Severance shall be deemed to be a Period of Service under
           either of the following conditions:

           (a)  the Period of Severance immediately follows a period during
                which an Employee is not absent from work and ends within 12
                months; or

           (b)  the Period of Severance immediately follows a period during
                which an Employee is absent from work for any reason other than
                quitting, being discharged, or retiring (such as a leave of
                absence or layoff) and ends within 12 months of the date he was
                first absent.

       Controlled Group service included:

           An Employee's service with a member firm of a Controlled Group while
           both that firm and the Employer were members of the Controlled Group
           shall be included as service with the Employer.

       Eligible Employee means any Employee of the Employer who meets the
       following requirements. His employment classification with the Employer
       is the following:

           Nonbargaining class. Not represented for collective bargaining
           purposes by any collective bargaining agreement between the Employer
           and employee representatives, if retirement benefits were the subject
           of good faith and if two percent or less of the Employees who are
           covered pursuant to that agreement are professionals as defined in
           section 1.41O(b)-9 of the regulations. For this purpose, the term
           "employee representatives" does not include any organization more
           than half of whose members are Employees who are owners, officers, or
           executives of the Employer.


           Nonresident aliens, within the meaning of Code Section 7701
           (b)(1)(B), who receive no earned income from sources within the
           United States and individuals whose employment status has not been
           recognized by completion of IRS Form W-4 are not included as Eligible
           Employees.



RESTATEMENT JANUARY 1, 1999          10                      ARTICLE I (4-45670)


<PAGE>

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

       Eligible Rollover Distribution means 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: Ci) any distribution
       that is one of a series of substantially equal periodic payments (not
       less frequently than annually) made for the life (or life expectancy) of
       the Distributee or the joint lives (or joint life expectancies) of the
       Distributee and the Distributee's designated Beneficiary, or for a
       specified period of ten years or more; (ii) any distribution to the
       extent such distribution is required under Code Section 401(a)(9); (iii)
       any hardship distribution described in Code Section 401 (k)(2(B)(i)(lV)
       received after December 31, 1998; (iv) the portion of any other
       distribution(s) that is not includible in gross income (determined
       without regard to the exclusion for net unrealized appreciation with
       respect to employer securities); and (v) any other distribution(s) that
       is reasonably expected to total less than $200 during a year.

       Employee means an individual who is employed by the Employer or any other
       employer required to be aggregated with the Employer under Code Sections
       414(b), (c), (m) or (o). A Controlled Group member is required to be
       aggregated with the Employer.

       The term Employee shall include any Self-employed Individual treated as
       an employee of any employer described in the preceding paragraph as
       provided in Code Section 401 (c)(1). The term Employee shall also include
       any Leased Employee deemed to be an employee of any employer described in
       the preceding paragraph as provided in Code Section 414(n) or (o).

       Employer means the Primary Employer. This will also include any successor
       corporation or firm of the Employer which shall, by written agreement,
       assume the obligations of this Plan or any Predecessor Employer which
       maintained this Plan.

       Employer Contributions means

           Elective Deferral Contributions
           Matching Contributions
           Qualified Nonelective Contributions
           Discretionary Contributions

      as set out in Article III and contributions made by the Employer to fund
      this Plan in accordance with the provisions of the MODIFICATION OF
      CONTRIBUTIONS SECTION of Article XI, unless the context clearly indicates
      only specific contributions are meant.

      Employment Commencement Date means the date an Employee first performs an
      Hour-of-Service.

      Entry Date means the date an Employee first enters the Plan as an Active
      Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

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



RESTATEMENT JANUARY 1,1999            11                    ARTICLE I (4-45670)

<PAGE>

      Fiscal Year means the Primary Employers taxable year. The last day of the
      Fiscal Year is December 31.

      Forfeiture means the part, if any, of a Participants Account that is
      forfeited. See the FORFEITURES SECTION of Article III.

      Forfeiture Date means, as to a Participant, the date the Participant
      incurs five consecutive Vesting Breaks in Service.

      Highly Compensated Employee means any Employee who:

       (a) was a 5-percent  owner at any time during the year or the preceding
           year, or

       (b) for the preceding year had compensation from the Employer in excess
           of $80,000 and, if the Employer so elects, was in the top-paid group
           for the preceding year. The $80,000 amount is adjusted at the same
           time and in the same manner as under Code Section 415(d), except that
           the base period is the calendar quarter ending September 30, 1996.

      For this purpose the applicable year of the plan for which a determination
      is being made is called a determination year and the preceding 12-month
      period is called a look-back year. If the Employer makes a calendar year
      data election, the look-back year shall be the calendar year beginning
      with or within the look-back year. The Plan may not use such election to
      determine whether Employees are Highly Compensated Employees on account of
      being a 5-percent owner.

      In determining who is a Highly Compensated Employee the Employer does not
      make a top-paid group election. In determining who is a Highly Compensated
      Employee the Employer does not make a calendar year data election.

      Calendar year data elections and top-paid group elections, once made,
      apply for all subsequent years unless changed by the Employer. If the
      Employer makes one election, the Employer is not required to make the
      other. If both elections are made, the look-back year in determining the
      top-paid group must be the calendar year beginning with or within the
      look-back year. These elections. must apply consistently to the
      determination years of all plans maintained by the Employer which
      reference the highly compensated employee definition in Code Section
      414(q), except as provided in Internal Revenue Service Notice 97-45 (or
      superseding guidance). The consistency requirement will not apply to
      determination years beginning with or within the 1997 calendar year, and
      for determination years beginning on or after January 1, 1998 and before
      January 1, 2000, satisfaction of the consistency requirement is determined
      without regard to any nonretirement plans of the Employer.

      The determination of who is a highly compensated former Employee is based
      on the rules applicable to determining Highly Compensated Employee status
      as in effect for that determination year, in accordance with section
      1414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal
      Revenue Service Notice 97-45.

      In determining whether an Employee is a Highly Compensated Employee for
      years beginning in 1997, the amendments to Code Section 414(q) stated
      above are treated as having been in effect for years beginning in 1996.




RESTATEMENT JANUARY 1 ~1999              12                  ARTICLE I (4-45670)

<PAGE>

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 compensation that is considered, and the identity of the 5-percent owners,
shall be made in accordance with Code Section 414(q) and the regulations
thereunder.

      Hour-of-Service means, for the elapsed time method of crediting service in
      this Plan, each hour for which an Employee is paid, or entitled to
      payment, for performing duties for the Employer. Hour-of-Service means,
      for the hours method of crediting service in this Plan, the following:

       (a) Each hour for which an Employee is paid, or entitled to payment, for
           performing duties for the Employer during the applicable computation
           period.

       (b) Each hour for which an Employee is paid, or entitled to payment, by
           the Employer because of a period of time in which no duties are
           performed (irrespective of whether the employment relationship has
           terminated) due to vacation, holiday, illness, incapacity (including
           disability), layoff, jury duty, military duty or leave of absence.
           Notwithstanding the preceding provisions of this subparagraph (b), no
           credit will be given to the Employee:

           (1)  for more than 501 Hours-of-Service under this subparagraph (b)
                because of any single continuous period in which the Employee
                performs no duties (whether or not such period occurs in a
                single computation period); or

           (2)  for an Hour-of-Service for which the Employee is directly or
                indirectly paid, or entitled to payment, because of a period in
                which no duties are performed if such payment is made or due
                under a plan maintained solely for the purpose of complying with
                applicable worker's or workmen's compensation, or unemployment
                compensation, or disability insurance laws; or

           (3)  for an Hour-of-Service for a payment which solely reimburses the
                Employee for medical or medically related expenses incurred by
                him.

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

      (c)  Each hour for which back pay, irrespective of mitigation of damages,
           is either awarded or agreed to by the Employer. The same
           Hours-of-Service shall not be credited both under subparagraph (a) or
           subparagraph (b) above (as the case may be) and under this
           subparagraph (c). Crediting of Hours-of-Service for back pay awarded
           or agreed to with respect to periods described in subparagraph (b)
           above will be subject to the limitations set forth in that
           subparagraph.

      The crediting of Hours-of-Service above shall be applied under the rules
      of paragraphs (b) and (c) of the Department of Labor Regulation
      2530.200b-2 (including any interpretations or opinions implementing such
      rules); which rules, by this reference, are specifically incorporated in
      full within this Plan. The reference to paragraph (b) applies to the
      special rule for determining hours of service for reasons other than the
      performance of duties such as payments calculated (or not calculated) on
      the basis of units of



RESTATEMENT JANUARY 1, 1999            13                   ARTICLE I (4-45670)


<PAGE>

       time and the rule against double credit. The reference to paragraph (c)
       applies to the crediting of hours of service to computation periods.

       Flours-of-Service shall be credited for employment with any other
       employer required to be aggregated with the Employer under Code Sections
       414(b), (c), (in), or (o) and the regulations thereunder for purposes of
       eligibility and vesting. Hours-of-Service shall also be credited for any
       individual who is considered an employee for purposes of this Plan
       pursuant to Code Section 414(n) or (o) and the regulations thereunder.

       Solely for purposes of determining whether a one-year break in service
       has occurred for eligibility or vesting purposes, during a Parental
       Absence an Employee shall be credited with the Hours-of-Service which
       otherwise would normally have been credited to the Employee but for such
       absence, or in any case in which such hours cannot be determined, eight
       Hours-of-Service per day of such absence. The Hours-of-Service credited
       under this paragraph shall be credited in the computation period in which
       the absence begins if the crediting is necessary to prevent a break in
       service in that period; or in all other cases, in the following
       computation period.

       Inactive Participant means a former Active Participant who has an
       Account. See the INACTIVE PARTICIPANT SECTION of Article II.

       Insurer means Principal Life Insurance Company and any other insurance
       company or companies named by the Trustee or Primary Employer.

       Investment Fund means the total of Plan assets, excluding the guaranteed
       benefit policy portion of any Annuity Contract. All or a portion of these
       assets may be held under the Trust Agreement.

       The Investment Fund shall be valued at current fair market value as of
       the Valuation Date. The valuation shall take into consideration
       investment earnings credited, expenses charged, payments made, and
       changes in the values of the assets held in the Investment Fund.

      The Investment Fund shall be allocated at all times to Participants,
      except as otherwise expressly provided in the Plan. The Account of a
      Participant shall be credited with its share of the gains and losses of
      the Investment Fund. That part of a Participant's Account invested in a
      funding arrangement which establishes one or more accounts or investment
      vehicles for such Participant thereunder shall be credited with the gain
      or loss from such accounts or investment vehicles. The part of a
      Participant's Account which is invested in other funding arrangements
      shall be credited with a proportionate share of the gain or loss of such
      investments. The share shall be determined by multiplying the gain or loss
      of the investment by the ratio of the part of the Participant's Account
      invested in such funding arrangement to the total of the Investment Fund
      invested in such funding arrangement.

      Investment Manager means any fiduciary (other than a trustee or Named
      Fiduciary)

      (a)  who has the power to manage,  acquire,  or dispose of any assets of
           the Plan;

      (b)  who U) is registered as an investment adviser under the Investment
           Advisers Act of 1940; (ii) is not registered as an investment adviser
           under such Act by reason of paragraph (1) of section 203A(a) of such
           Act, is registered as an investment adviser under the laws of the
           state (referred



RESTATEMENT JANUARY 1, 1999             14                   ARTICLE I (4-45670)

<PAGE>

           to in such paragraph (1)) in which it maintains its principal office
           and place of business, and, at the time it last filed the
           registration form most recently filed by it with such state in order
           to maintain its registration under the laws of such state, also filed
           a copy of such form with the Secretary of Labor, (iii) is a bank, as
           defined in that Act; or (iv) is an insurance company qualified to
           perform services described in subparagraph (a) above under the laws
           of more than one state; and

       (c) who has  acknowledged  in writing being a fiduciary with respect to
           the Plan.

       Late Retirement Date means the first day of any month which is after the
       date a Participant's Normal Retirement Date and on which retirement
       benefits begin. If a Participant continues to work for the Employer after
       his Normal Retirement Date, his Late Retirement Date shall be the
       earliest first day of the month on or after the date he teases to be an
       Employee. An earlier or a later Retirement Date may apply if the
       Participant so elects. An earlier Retirement Date may apply if the
       Participant is age 70 1/2. See the WHEN BENEFITS START SECTION of Article
       V.

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

       A Leased Employee shall not be considered an employee of the recipient
       if:

       (a) such employee is covered by a money purchase pension plan providing
           (i) a nonintegrated employer contribution rate of at least 10 percent
           of compensation, as defined in Code Section 41 5(c)(3), but including
           amounts contributed pursuant to a salary reduction agreement which
           are excludible from the employee's gross income under Code Sections
           125, 402(e)(3), 402(h)(1)(B), or 403(b), (ii) immediate
           participation, and (iii) full and immediate vesting, and

       (b) Leased Employees do not constitute more than 20 percent of the
           recipients nonhighly compensated work force.

      Loan Administrator means the person(s) or position(s) authorized to
      administer the Participant loan program.

      The Loan Administrator is the Director of Human Resources.

      Matching Contributions means contributions made by the Employer to fund
      this Plan which are contingent on a Participant's Elective Deferral
      Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

      Monthly Date means each Yearly Date and the same day of each following
      month during the Plan Year beginning on such Yearly Date.



RESTATEMENT JANUARY 1, 1999                15               ARTICLE I (4-45670)

<PAGE>

      Named Fiduciary means the person or persons who have authority to control
      and manage the operation and administration of the Plan.

      The Named Fiduciary is the Employer.

      Nonhighly Compensated Employee means an Employee of the Employer who is
      not a Highly Compensated Employee.

      Nonvested Account means the excess, if any, of a Participant's Account
      over his Vested Account. Normal Form means a single life annuity with
      installment refund.

      Normal Retirement Age means the age at which the Participant's normal
      retirement benefit becomes nonforfeitable if he is an Employee. A
      Participant's Normal Retirement Age is 65.

      Normal Retirement Date means the earliest first day of the month on or
      after the date the Participant reaches his Normal Retirement Age. Unless
      otherwise provided i~ this Plan, a Participant's retirement benefits shall
      begin on a Participant's Normal Retirement Date if he has ceased to be an
      Employee on such date and has a Vested Account. Even if the Participant is
      an Employee on his Normal Retirement Date, he may choose to have his
      retirement benefit begin on such date. See the WHEN BENEFITS START SECTION
      of Article V.

      Owner-employee means a Self-employed Individual who, in the case of a sole
      proprietorship, owns the entire interest in the unincorporated trade or
      business for which this Plan is established, if this Plan is established
      for a partnership, an Owner-employee means a Self-employed Individual who
      owns more than 10 percent of either the capital interest or profits
      interest in such partnership.

      Parental Absence means an Employee's absence from work:

      (a)  by reason of pregnancy of the Employee, WI by reason of birth of a
           child of the Employee, (b) by reason of birth of a child of the
           Employee.

      (c)  by reason of the placement of a child with the Employee in
           connection with adoption of such child by such Employee, or

      (d)  for purposes of caring for such child for a period beginning
           immediately following such birth or placement.

      Participant means either an Active Participant or an Inactive Participant.

      Period of -Military Duty means, for an Employee

      (a)  who served as a member of the armed forces of the United States,
           and


RESTATEMENT JANUARY 1, 1999
                                            16               ARTICLE I (4-46670)

<PAGE>


      (b)  who was reemployed by the Employer at a time when the Employee had
           a right to reemployment in accordance with seniority rights as
           protected under Chapter 43 of Title 38 of the U. S. Code,

      the period of time from the date the Employee was first absent from active
      work for the Employer because of such military duty to the date the
      Employee was reemployed.

      Period of Service means a period of time beginning on an Employee's
      Employment Commencement Date or Reemployment Commencement Date (whichever
      applies) and ending on his Severance Date.

      Period of Severance means a period of time beginning on an Employee's
      Severance Date and ending on the date he again performs an
      Hour-of-Service.

      A one-year Period of Severance means a Period of Severance of 12
      consecutive months.

      Solely for purposes of determining whether a one-year Period of Severance
      has occurred for eligibility or vesting purposes, the consecutive 12-month
      period beginning on the first anniversary of the first date of a Parental
      Absence shall not be a one-year Period of Severance.

      Plan means the retirement savings plan of the Employer set forth in this
      document, including any later amendments to it.

      Plan Administrator means the person or persons who administer the Plan.

      The Plan Administrator is the Employer.

      Plan Fund means the total of the Investment Fund and the guaranteed
      benefit policy portion of any Annuity Contract. The Investment Fund shall
      be valued as stated in its definition. The guaranteed benefit policy
      portion of any Annuity Contract shall be determined in accordance with the
      terms of the Annuity Contract and, to the extent that such Annuity
      Contract allocates contract values to Participants, allocated to
      Participants in accordance with its terms. The total value of all amounts
      held under the Plan Fund shall equal the value of the aggregate
      Participants' Accounts under the Plan. -

      Plan Year means a period beginning on a Yearly Date and ending on the day
      before the next Yearly Date.

      Predecessor Employer means a firm of which the Employer was once a part
      (e.g., due to a spinoff or change of corporate status) or a firm absorbed
      by the Employer because of a merger or acquisition (stock or asset,
      including a division or an operation of such company).

      Primary Employer means Cyber-Care, Inc.

      Qualified Joint and Survivor Annuity means, for a Participant who has a
      spouse, an immediate survivorship life annuity with installment refund,
      where the survivorship percentage is 50% and the Contingent Annuitant is
      the Participant's spouse. A former spouse will be treated as the spouse to
      the extent provided under a qualified domestic relations order as
      described in Code Section 414(p).

      The amount of benefit payable under the Qualified Joint and Survivor
      Annuity shall be the amount of benefit which may be provided by the
      Participant's Vested Account.



RESTATEMENT JANUARY 1, 1999            17                    ARTICLE I (4-45670)


<PAGE>

      Qualified Nonelective Contributions means contributions made by the
      Employer to fund this Plan (other than Elective Deferral Contributions)
      which are 100% vested and subject to the distribution restrictions of Code
      Section 401(k) when made. See the EMPLOYER CONTRIBUTIONS SECTION of
      Article III and the WHEN BENEFITS START SECTION of Article V.

      Qualified Preretirement Survivor Annuity -means a single life annuity with
      installment refund payable to the surviving spouse of a Participant who
      dies before his Annuity Starting Date. A former spouse will be treated as
      the surviving spouse to the extent provided under a qualified domestic
      relations order as described in Code Section 414(p).

      Qualifying Employer Securities means any security which is issued by the
      Employer or any Controlled Group member and which meets the requirements
      of Code Section 4O9(I) and ERISA Section 407(d)(5). This shall also
      include any securities that satisfied the requirements of the definition
      when these securities were assigned to the Plan.

      Qualifying Employer Securities Fund means that part of the assets of the
      Trust - Fund that are designated to be held primarily or exclusively in
      Qualifying Employer Securities for the purpose of providing benefits for
      Participants.

      Quarterly Date means each Yearly Date and the third, sixth, and ninth
      Monthly Date after each Yearly Date which is within the same Plan Year.

      Reemployment Commencement Date means the date an Employee first performs
      an Hour-of-Service following a Period of Severance.

      Reentry Date means the date a- former Active Participant reenters the
      Plan. See the ACTIVE PARTICIPANT SECTION of Article II.

      Retirement Date means the date a retirement benefit will begin and is a
      Participant's Normal or Late Retirement Date, as the case may be.

      Rollover Contributions means the Rollover Contributions which are made by
      an Eligible Employee or an Inactive Participant according to the
      provisions of the -ROLLOVER CONTRIBUTIONS SECTION of Article Ill.

      Self-employed Individual means, with respect to any Fiscal Year, an
      individual who has Earned Income for the Fiscal Year (or who would have
      Earned Income but for the fact the trade or business for which this Plan
      is established did not have net profits for such Fiscal Year).

      Severance Date means the earlier of:

      (a)  the date on which an Employee quits, retires, dies, or is
           discharged, or.

      (b)  the first anniversary of the date an Employee begins a one-year
           absence from service (with or without pay). This absence may be the
           result of any combination of vacation, holiday, sickness, disability,
           leave of absence or layoff.

      Solely to determine whether a one-year Period of Severance has occurred
      for eligibility or vesting purposes for an Employee who is absent from
      service beyond the first anniversary of the first day of a Parental
      Absence, Severance Date is the second anniversary of the first day of the
      Parental Absence.



RESTATEMENT JANUARY 1,1999           18                    ARTICI F I (4-4RR7fl1

<PAGE>

      The period between the first and second anniversaries of the first day of
      the Parental Absence is not a Period of Service and is not a Period of
      Severance.

      Totally and Permanently Disabled means that a Participant is disabled, as
      a result of sickness or injury, to the extent that he is prevented from
      engaging in any substantial gainful activity, and is eligible for and
      receives a disability benefit under Title II of the Federal Social
      Security Act.

      Trust Agreement means an agreement of trust between the Primary Employer
      and Trustee established for the purpose of holding and distributing, the
      Trust Fund under the provisions of the Plan. The Trust Agreement may
      provide for the investment of all or any portion of the Trust Fund in the
      Annuity Contract.

      Trust Fund means the total funds held under the Trust Agreement.

      Trustee means the party or parties named in the Trust Agreement. The term
      Trustee as it is used in this Plan is deemed to include the plural unless
      the context clearly indicates the singular is meant.

      Valuation Date means the date on which the value of the assets of the
      Investment Fund is determined. The value of each Account which is
      maintained under this Plan shall be determined on the Valuation Date. In
      each Plan Year, the Valuation Date shall be the last day of the Plan Year.
      At the discretion of the Plan Administrator, Trustee, w Insurer (whichever
      applies), assets of the Investment Fund may be valued more frequently.
      These dates shall also be Valuation Dates.

      Vested Account means the vested part of a Participants Account. The
      Participant's Vested Account is determined as follows.

      If the  Participant's  Vesting  Percentage is 100%,  his Vested  Account
      equals his Account.

      If the Participant's Vesting Percentage is less than 100%, his Vested
      Account equals the sum of (a) and (b) below:

      (a)  The part of the Participant's Account that results from Employer
           Contributions made before a prior Forfeiture Date and all other
           Contributions which were 100% vested when made.

      (b)  The balance of the Participant's Account in excess of the amount in
           (a) above multiplied by his Vesting Percentage.

      If the Participant has withdrawn any part of his Account resulting from
      Employer Contributions, other than the vested Employer Contributions
      included in (a) above, the amount determined under this subparagraph (b)
      shall be equal to P(AB + D) - D as defined below:

      P The Participant's Vesting Percentage.

      AB The balance of the Participant's Account in excess of the amount in (a)
      above..

      D    The amount of the withdrawal resulting from Employer Contributions,
           other than the vested Employer Contributions included in (a) above.




RESTATEMENT JANUARY 1, 1999            19                    ARTICLE I (4-45670)

<PAGE>

      The Participant's Vested Account is non-forfeitable.

      Vesting Break in Service means a Vesting Computation Period in which an
      Employee is credited with 500 or fewer Hours-of-Service. An Employee
      incurs a Vesting Break in Servide on the last day of a Vesting Computation
      Period in which he has a Vesting Break in Service.

      Vesting Computation Period means a consecutive 12-month period ending on
      the last day of each Plan Year, including corresponding consecutive
      12-month periods before January 1, 1999.

      Vesting Percentage means the percentage used to determine the
      non-forfeitable portion of a Participant's Account attributable to
      Employer Contributions which were not 100% vested when made.

      A Participant's Vesting Percentage is shown in the following schedule
      opposite the number of whole years of his Vesting Service.


                   VESTING SERVICE                VESTING
                     (whole years)              PERCENTAGE
                     Less than   1                    0
                         1                           2-0
                         2                          40
                         3                          60
                         4                          80
                     5orinore                      100

      The Vesting Percentage for a Participant who is an Employee on or after
      the date he reaches Normal Retirement Age shall be 100%. The Vesting
      Percentage for a Participant who is an Employee on the date he becomes
      Totally and Permanently Disabled or dies shall be 100%.

      If the schedule used to determine a Participant's Vesting Percentage is
      changed, the new schedule shall not apply to a Participant unless he is
      credited with an Hour-of-Service on or after the date of the change and
      the Participant's non-forfeitable percentage on the day before the date of
      the change is not reduced under this Plan. - The amendment provisions of
      the AMENDMENTS SECTION of Article X regarding changes in the computation
      of the Vesting Percentage shall apply.

      Vesting Service means one year of service for each Vesting Computation
      Period in which an Employee is credited with at least 1,000
      Hours-of-Service.

      However, Vesting Service is modified as follows:

      Period of Military Duty included:

           A Period of Military Duty shall be included as service with the
           Employer to the-extent it has not already been credited. For purposes
           of crediting Hours-of-Service during the Period of Military Duty, an
           hour-of-Service shall be credited (without regard to the 501
           hour-of-Service limitation) for each hour an Employee would normally
           have been scheduled to work for the Employer during such period.



RESTATEMENT JANUARY 1, 1999              20                  ARTICLE I (4-45670)

<PAGE>


      Controlled Group service included:

           An Employee's service with a member firm of a Controlled Group while
           both that firm and the Employer were members of the Controlled Group
           shall be included as service with the Employer.

      Yearly Date means January 1, 1999, and the same day of each following
      year.

      Years of Service means an Employee's Vesting Service disregarding any
      modifications which exclude service.

RESTATEMENT JANUARY 1, 1999              21                  ARTICLE I (4-45670)

<PAGE>

ARTICLE II

PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

      (a)  An Employee shall first become an Active Participant (begin active
           participation In the Plan) on the earliest Quarterly Date on which he
           is an Eligible Employee and has met both of the eligibility
           requirements set forth below. This date is his Entry Date.

           (1)  He has completed 3 months of Eligibility Service before his
                Entry Date.

           (2)  He is age 21 or older.

           The requirement in item (1) above is waived on January 1, 2001.

           In the event an Employee who is not an Eligible Employee becomes an
           Eligible Employee, such Eligible Employee shall become an Active
           Participant immediately if such Eligible Employee has satisfied the
           eligibility requirements above and would have otherwise previously
           become an Active Participant had he met the definition of Eligible
           Employee. This date is his Entry Date.

      (b)  An Inactive Participant shall again become an Active Participant
           (resume active participation in the Plan) on the date he again
           performs an Hour-of-Service as an Eligible Employee. This date is his
           Reentry Date.

           Upon again becoming an Active Participant, he shall cease to be an
           Inactive Participant.

      (c)  A former Participant shall again become an Active Participant (resume
           active participation in the Plan) on the date he again performs an
           Hourly-Service as an Eligible Employee. This date is his Reentry
           Date.

      There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

      An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

      (a)  the date the Participant ceases to be an Eligible Employee, or

      (b)  the  effective  date of  complete  termination  of the  Plan  under
           Article VIII.

SECTION 2.03--CESSATION OF PARTICIPATION.

      A Participant shall cease to be a Participant on the date he is no longer
an Eligible Employee and his Account is zero.



RESTATEMENT JANUARY 1 1999              22                  ARTICLE Il (4-45670)


<PAGE>

SECTION 2.04--ADOPTING EMPLOYERS - SINGLE PLAN.

       Each of the Controlled Group members listed below is an Adopting
Employer. Each Adopting Employer listed below participates with the Employer in
this Plan. An Adopting Employer's agreement to participate in this Plan shall be
in writing.

       The Employer has the right to amend the Plan. An Adopting Employer does
not have the right to amend the Plan.

       If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its Employees who have met the requirements in the ACTIVE PARTICIPANT SECTION
of Article II as of that date. Service with and Compensation from an Adopting
Employer shall be included as service with and Compensation from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service. The Employer's Fiscal Year defined in the DEFINITIONS
SECTION of Article I shall be the Fiscal Year used in interpreting this Plan for
Adopting' Employers.

       Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those Contributions
shall be used for the benefit of all Participants.

       An employer shall not be an Adopting Employer if it ceases to be a
Controlled Group member. Such an employer may continue a retirement plan for its
Employees in the form of a separate document. This Plan shall be amended to
delete a former Adopting Employer from the list below.

       If (i) an employer ceases to be an Adopting Employer or the Plan is
amended to delete an Adopting Employer and (ii) the Adopting Employer does not
continue a retirement plan for the benefit of its Employees, partial termination
may result and the provisions of Article VIII shall apply.

   ADOPTING EMPLOYERS

       NAME                                             DATE OF ADOPTION

    Pharmacy Care Specialists, Inc.                       January 1, 2001

    Tallahassee Sleep Disorders, Inc.                     January 1, 2001

    Cyber Care Technologies, Inc.                         January 1, 2001

    Southeast Medical Centers, Inc.                       January 1, 2001

    Physical Therapy & Rehab., Inc.                       January 1, 2001



RESTATEMENT JANUARY 1, 1999             23                 ARTICLE III (4-45670)

<PAGE>

ARTICLE III

CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

       Employer Contributions are conditioned on initial qualification of the
Plan. If the Plan is denied initial qualification, the provisions of the
QUALIFICATION OF PLAN SECTION of Article X shall apply.

       Employer Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Employer. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing
plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions
shall be equal to the Employer Contributions as described below:

      (a)  The amount of each Elective Deferral Contribution for a Participant
           shall be equal to a portion of Compensation as specified in the
           elective deferral agreement. An Employee who is eligible to
           participate in the Plan may file an elective deferral agreement with
           the Employer. The Participant shall modify or terminate the elective
           deferral agreement by filing a new elective deferral agreement. The
           elective deferral agreement may not be made retroactively and shall
           remain in effect until modified or terminated.

           The elective deferral agreement to start or modify Elective Deferral
           Contributions shall be effective on the first day of the first pay
           period following the pay period in which the Participant's Entry Date
           (Reentry Date, if applicable) or any following Quarterly Date occurs.
           The elective deferral agreement must be entered into on or before the
           date it is effective.

           The elective deferral agreement to stop Elective Deferral
           Contributions may be entered into on any date. Such elective deferral
           agreement shall be effective on the first day of the pay period
           following the pay period in which the elective deferral agreement is
           entered into

           Elective Deferral Contributions must be a whole percentage of
           Compensation and cannot be less than 1% nor more than 20% of
           Compensation.

           Elective Deferral Contributions are fully (100%) vested and
           non-forfeitable.

      (b)  The Employer may make discretionary Matching Contributions. The
           percentage of Elective Deferral Contributions matched, if any, shall
           be a percentage as determined by the Employer.

           Any percentage determined by the Employer shall apply to all eligible
           persons for the entire Plan Year.

           Matching Contributions are subject to the Vesting Percentage.

      (c)  Qualified Non-elective Contributions may be made for each Plan Year
           in an amount determined by the Employer to be used to reduce Excess
           Aggregate Contributions and Excess Contributions, as defined in the
           EXCESS AMOUNTS SECTION of the article.


RESTATEMENT JANUARY 1, 1999                 24             ARTICLE III (4-45670)


<PAGE>

           Qualified Non-elective Contributions are 100% vested and subject to
           the distribution restrictions of Code Section 401 (k) when made.

      (d)  Discretionary  Contributions  may be made for each  Plan Year in an
           amount determined by the Employer.

           Discretionary Contributions are subject to the Vesting Percentage.

      No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of this article, made under this Plan,
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

      An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Employer may prescribe
(including by means of voice response or other electronic system under
circumstances the Employer permits) and may not be made retroactively.

      Employer Contributions are allocated according to the provisions of the
ALLOCATION SECTION of this article.

      The Employer may make all or any portion of the Matching Contributions,
which are to be invested in Qualifying Employer Securities, to the Trustee in
the form of Qualifying Employer Securities.

      A portion of the ~Ian assets resulting from Employer Contributions (but
not more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of tact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Articles VIII and X, the assets of the Plan shall never be used for the benefit
of the Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.O1A--ROLLOVER CONTRIBUTIONS.

      A Rollover Contribution may be made by an Eligible Employee or an Inactive
Participant if the following conditions are met:

      (a)  The Contribution is of amounts distributed from a plan that satisfies
           the requirements of Code Section 401(a) or from a "conduit"
           individual retirement account described in Code Section 408(d)(3)(A).
           In the case of an Inactive Participant, the Contribution must be of
           an amount distributed from another plan of the Employer, or a plan of
           a Controlled Group member, that satisfies the requirements of Code
           Section 401(a).

(b)      The Contribution is of amounts that the Code permits to be transferred
         to a plan that meets the requirements of Code Section 401(a).



RESTATEMENT JANUARY 1, 1999                  25
                                                                  ARTICLE Ill
                                                                    (4-45670)


<PAGE>

       (c) The Contribution is made in the form of a direct rollover under Code
           Section 401 (a)(31) or is a rollover made under 402(c) or
           408(d)(3)(A) within 60 days after the Eligible Employee or Inactive
           Participant receives the distribution.

       (d) The Eligible Employee or Inactive Participant furnishes evidence
           satisfactory to the Plan Administrator that the proposed rollover
           meets conditions (a), (b), and (c) above.

       A Rollover Contribution shall be allowed in cash only and must be made
according to procedures set up by the Plan Administrator.

       If the Eligible Employee is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution.
Employer Contributions shall not be made for or allocated to the Eligible
Employee until the time he meets all of the requirements to become an Active
Participant.

       Rollover Contributions made by an Eligible Employee or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
non-forfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participants gross income for Federal
income tax purposes.

SECTION 3.02--FORFEITURES.

       The Non-vested Account of a Participant shall be forfeited as of the
earlier of the following:

       (a) the date the Participant  dies (if prior to such date he had ceased
           to be an Employee), or

       (b) the Participant's Forfeiture Date.

All or a portion of a Participant's Non-vested Account shall be forfeited before
such earlier date if, after he ceases to be an Employee, he receives, or is
deemed to receive, a distribution of his entire Vested Account or a distribution
of his Vested Account derived from Employer Contributions which were not 100%
vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED
BENEFITS SECTION of Article V. or the SMALL AMOUNTS SECTION of Article X. The
forfeiture shall occur as of the date the Participant receives, or is deemed to
receive, the distribution. If a Participant receives, or is deemed to receive,
his entire Vested Account, his entire Non-vested Account shall be forfeited. If
a Participant receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account from such Contributions, the amount to be. forfeited shall be
determined by multiplying his Non-vested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Employer Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of distribution.

      A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of
this article.

      Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the EXCESS
AMOUNTS SECTION of this article, which have not been used to pay administrative



RESTATEMENT JANUARY 1, 1999             26                 ARTICLE III (4.45670)

<PAGE>

expenses, shall be applied to reduce the earliest Employer Contributions made
after the Forfeitures are determined. Any other Forfeitures which have not been
used to pay administrative expenses shall be applied -to reduce the earliest
Employer Contributions made after the Forfeitures are determined. Upon their
application to reduce Employer Contributions, Forfeitures shall be deemed to be
Employer Contributions.

       If a Participant again becomes an Eligible Employee after receiving a
distribution which caused all or a portion of his Vested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of the
distribution he received (excluding any amount of such distribution resulting
from Contributions which were 100% vested when made). The repayment must be made
in a single sum (repayment in installments is not permitted) before the earlier
of the date five years after the date he again becomes an Eligible Employee or
the end of the first period of five consecutive Vesting Breaks in Service which
begin after the date of the distribution.

       If the Participant makes the repayment above, the Plan Administrator
shall restore to his Account an amount equal to his Non-vested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Participant was deemed to have
received a distribution, or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour-of-Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on the
date he performed such Hour-of-Service. Restoration of the Participant's Account
shall include restoration of all Code Section 41 1(d)(6) protected benefits with
respect to that restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the joint vested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

       The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for the restoration of the Participant's Account are
Forfeitures or special Employee Contributions. Such special Employer
Contributions shall be made without regard to profits. The repaid and restored
amounts are not included in the Participant's Annual Additions, as defined in
the CONTRIBUTION LIMITATION SECTION of this article.

SECTION 3.03--ALLOCATION.

       A person meets the allocation requirements of this section if he is an
Active Participant on the last day of the Plan Year. A person shall also meet
the requirements of this section if he was an Active Participant at any time
during the Plan Year and retires, becomes Totally and Permanently Disabled, or
dies.

       Elective Deferral Contributions shall be allocated to Participants for
whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of
this article. Such Contributions shall be allocated when made and credited to
the Participant's Account.

      Matching Contributions shall be allocated to the persons for whom such
Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions shall be allocated as of the last day of the Plan Year and
shall be credited to the person's Account.



RESTATEMENT JANUARY 1,1999              27                 ARTICLE III (4-45670)

<PAGE>

       The discretionary Qualified Non-elective Contributions to be used to
reduce excess amounts, as described in the EMPLOYER CONTRIBUTIONS SECTION of
this article, shall be allocated as of the last day of the Plan Year only to
Non-highly Compensated Employees who meet the allocation requirements of this
section. Such Contributions shall be allocated first to the eligible person with
the lowest Annual Compensation for the Plan Year, then to the eligible person
with the next lowest Annual Compensation, and so forth, in each case subject to
the applicable limits of the CONTRIBUTION LIMITATION SECTION of this article.
This amount shall be credited to the person's Account.

       Discretionary Contributions shall be allocated as of the last day of the
Plan Year to each person who meets the allocation requirements of this section,
using Annual Compensation for the Plan Year. The amount allocated to such person
shall be determined as follows:

STEP ONE: This step one shall only apply in years in which the Plan is a
Top-heavy Plan, as defined in the DEFINITIONS SECTION of Article XI. An amount
equal to the Discretionary Contributions multiplied by the ratio of such
person's Annual Compensation to the total Annual Compensation of all such
persons. Such amount shall not exceed 3% of such person's Annual Compensation.

For purposes of this step one, any person who is entitled to a minimum
contribution or allocation under the MODIFICATION OF CONTRIBUTIONS SECTION of
Article XI shall be treated as a person meeting the allocation requirements of
this section.

STEP TWO: Any amount remaining after the allocation in step one shall be
multiplied b~ the ratio of such person's Annual Compensation to the total Annual
Compensation of all such persons.

This amount shall be credited to the person's Account.

       If Leased Employees are Eligible Employees, in determining the amount of
Employer Contributions allocated to a person who is a Leased Employee,
contributions provided by the leasing organization which are attributable to
services such Leased Employee performs for the Employer shall be treated as
provided by the Employer. Those contributions shall not be duplicated under this
Plan.

SECTION 3.04--CONTRIBUTION LIMITATION.

       (a) DEFINITIONS. For the purpose of determining the contribution
           limitation set forth in this section, the following terms are
           defined.

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

           (1)  employer contributions;

           (2)  employee contributions; and

           (3)  forfeitures.



RESTATEMENT JANUARY 1,1999             28                  ARTICLE Ill (4-45670)

<PAGE>

           Annual Additions to a defined contribution plan shall also include
           the following:

           (4)  amounts allocated, after March 31, 1984, to an individual
                medical account, as defined in Code Section 41 5(l)(2), which
                are part of a pension or annuity plan maintained by the
                Employer,

           (5)  amounts derived from contributions paid or accrued after
                December 31, 1985, in taxable years ending after such date,
                which are attributable to post-retirement medical benefits,
                allocated to the separate account of a key employee, as defined
                in Code Section 41 9A(d)(3), under a welfare benefit fund, as
                defined in Code Section 419(e), maintained by the Employer; and

           16)  allocations under a simplified employee pension.

           For this purpose, any Excess Amount applied under (e) and 1k) below
           in the Limitation Year to reduce Employer Contributions shall be
           considered Annual Additions for such Limitation Year.

           Compensation means wages within the meaning of Code Section 3401 (a)
           and all other payments of compensation to an Employee by the Employer
           (in the course of the Employer's trade or business) for which the
           Employer is required to furnish the Employee a written statement
           under Code Sections 6041(d), 6b51(aH3), and 6062. Compensation must
           be determined without regard to any rules under Code Section 3401(a)
           that limit the remuneration included in wages based on the nature or
           location of the employment or the services performed (such as the
           exception for agricultural labtr in Code Section 3401 (a)(2)). The
           amount reported in the "Wages, Tips and Other Compensation" box on
           Form W-2 satisfies this definition.

           For any Self-employed  Individual,  Compensation  shall mean Earned
           Income.

           For purposes of applying the limitations of this section,
           Compensation for a Limitation Year is the Compensation actually paid
           or made available in gross income during such Limitation Year.

           For Limitation Years beginning after December 31, 1997, for purposes
           of applying the limitations of this section, Compensation paid or
           made available during such Limitation Year shall include any elective
           deferral (as defined in Code Section 402(g)(3U, and any amount which
           is contributed or deferred by the Employer at the election of the
           Employee and which is not includible in the gross income of the
           Employee by reason of Code Section 125 or 457.

           Defined Benefit Plan Fraction means a fraction, the numerator of
           which is the sum of the Participant's Projected Annual Benefits under
           all the defined benefit plans (whether or not terminated) maintained
           by the Employer, and the denominator of which is the lesser of 125
           percent of the dollar limitation determined for the Limitation Year
           under Code Sections 415(b) and Id) or 140 percent of the Highest
           Average Compensation, including any adjustments under Code Section
           415(b).

           Notwithstanding the above, if the Participant was a participant as of
           the first day of the first Limitation Year beginning after December
           31, 1986, in one or more defined benefit plans maintained by the
           Employer which were in existence on May 6, 1985, the denominator of
           this fraction will not be less than 125 percent of the sum of the
           annual benefits under such plans



RESTATEMENT JANUARY 1, 1999             29                 ARTICLE III (4.45670)

<PAGE>

           which the Participant had accrued as of the close of the last
           Limitation Year beginning before January 1, 1 987, disregarding any
           changes in the terms and conditions of the plan after May 5, 1986.
           The preceding sentence applies only if the defined benefit plans
           individually and in the aggregate satisfied the requirements of Code
           Section 415 for all Limitation Years beginning before January 1,
           1987.

           Defined Contribution Dollar Limitation means, for Limitation Years
           beginning after December 31, 1994, $30,000, as adjusted under Code
           Section 415(d).

           Defined Contribution Plan Fraction means a fraction, the numerator of
           which is the sum of the Annual Additions to the Participant's account
           under all the defined contribution plans (whether or not terminated)
           maintained by the Employer for the current and all prior Limitation
           Years (including the Annual Additions attributable to the
           Participant's nondeductible employee contributions to all defined
           benefit plans, whether or not terminated, maintained by the Employer,
           and the Annual Additions attributable to all welfare benefit funds,
           individual medical accounts, and simplified employee pensions,
           maintained by the Employer), and the denominator of which is the sum
           of the maximum aggregated amounts for the current and all prior
           Limitation Years of service with the Employer (regardless of whether
           a defined contribution plan was maintained by the Employer). The
           maximum aggregate amount in any Limitation Year is the lesser of (i)
           1 25 percent of the dollar limitation determined under Code Sections
           415(b) and (dl in effect under Code Section 415(c)(1)(A) or (ii) 35
           percent of the Participant's Compensation for such year.

           If the Employee was a participant as of the end of the first day of
           the first Limitation Year beginning after December 31-, 1986, in one
           or more defined contribution plans maintained by the Employer which
           were in existence on May 6, 1986, the numerator of this fraction will
           be adjusted if the sum of this fraction and the Defined Benefit
           Fraction would otherwise exceed 1.0 under the terms of this Plan.
           Under the adjustment, an amount equal to the product of (i) the
           excess of the sum of the fractions over 1.0 times (ii) the
           denominator of this fraction, will be permanently subtracted from the
           numerator of this fraction. The adjustment is calculated using the
           fractions as they would be computed as of the end of the last
           Limitation Year beginning before January 1, 1987, and disregarding
           any changes in the terms and conditions of the plan made after May 5,
           1986, but using the Code Section 415 limitation applicable to the
           first Limitation Year beginning on or after January 1, 1987.

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

           Employer means the employer that adopts this Plan, and all members of
           a controlled group of corporations (as defined in Code Section 414(b)
           as modified by Code Section 415(h)), all commonly controlled trades
           or businesses (as defined in Code Section 415(c) as modified by Code
           Section 41 5(h)) or affiliated service groups (as defined in Code
           Section 414(m)) of which the adopting employer is a part, and any
           other entity required to be aggregated with the employer pursuant to
           regulations under Code Section 414(o).

           Excess Amount means the excess of the Participant's Annual Additions
           for the Limitation Year over the Maximum Permissible Amount.



RESTATEMENT JANUARY 1,1999              30                 ARTICLE III (4-45670)

<PAGE>

           Highest Average Compensation means the average Compensation for the
           three consecutive Years of Service (see the DEFINITIONS SECTION of
           Article I) with the Employer that produces the highest average.

           Limitation Year means the consecutive 12-month period ending on the
           last day of each Plan Year, including corresponding consecutive
           12-month periods before January 1, 1999. If the Limitation Year is
           other than the calendar year. execution of this Plan (or any
           amendment to thin Plan changing the Limitation Year) constitutes the
           Employer's adoption of a written resolution electing the Limitation
           Year. If the Limitation Year is amended to a different consecutive
           12-month period, the new Limitation Year must begin on a date within
           the Limitation Year in which the amendment is made.

           Maximum Permissible Amount means the maximum Annual Addition that may
           be contributed or allocated to a Participant's Account under the Plan
           for any Limitation Year. This amount shall not exceed the lesser of:

           (1)  The Defined Contribution Dollar Limitation, or

           (2)  25 percent of the Participant's Compensation for the
                Limitation Year.

           The compensation limitation referred to in (2) shall not apply to any
           contribution for medical benefits (within the meaning of Code Section
           401(h) or 41 9A(f)(2)) which is otherwise treated as an Annual
           Addition under Code Section 415(l)(1) or 419A(d)(2).

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

NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
12

           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 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.

      (b)  If the Participant does hot participate in, and has never
           participated in, another qualified plan maintained by the Employer or
           a welfare benefit fund, as defined in Code Section 419(e), maintained
           by the Employer, or an individual medical account, as defined in Code
           Section 416(0(2), maintained by the Employer, or a simplified
           employee pension, as defined in Code Section 408(k), maintained by
           the Employer, which provides an Annual Addition, the amount of


RESTATEMENT JANUARY 1, 1999             31                 ARTICLE III (4.45670)

<PAGE>

           Annual Additions which may be credited to the Participant's Account
           for any Limitation Year shall not exceed the lesser of the Maximum
           Permissible Amount or any other limitation contained in this Plan. If
           the Employer Contribution that would otherwise be contributed or
           allocated to the Participant's Account would cause the Annual
           Additions for the Limitation Year to exceed the Maximum Permissible
           Amount, the amount contributed or allocated shall be reduced so that
           the Annual Additions for the Limitation Year will equal the Maximum
           Permissible Amount.

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

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

      (e)  If a reasonable error in estimating a Participant's Compensation for
           the Limitation Year, a reasonable error in determining the amount of
           elective deferrals (within the meaning of Code Section 402(g)(3))
           that may be made with respect to any individual under the limits of
           Code Section 415, or under other facts and circumstances allowed by
           the Internal Revenue Service, there is an Excess Amount, `the excess
           will be disposed of as follows:

           (1)  Any Elective Deferral Contributions (plus attributable
                earnings), to the extent they would reduce the Excess Amount.
                will be distributed to the Participant. Concurrently with the
                distribution of such Elective Deferral Contributions; any
                Matching Contributions which relate to any Elective Deferral
                Contributions distributed in the preceding sentence, to the
                extent such application would reduce the Excess Amount, will be
                applied as provided in (2) or (3) below:

           (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
                Account will be used to reduce Employer Contributions 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 the Limitation Year, the Excess Amount will be held
                unallocated in a suspense account. The suspense account will be
                applied to reduce future Employer Contributions 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 (e), it will participate in the
                allocation of investment gains or 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 Participant's Accounts before any Employer
                Contributions may be made to the Plan for that Limitation Year.
                Excess Amounts held in a suspense account may not be distributed
                to Participants or former Participants.


RESTATEMENT JANUARY 1, 1999              33                ARTICLE III (4.45670)


<PAGE>

       (f) This (f) applies if, in addition to this Plan, the Participant is
           covered under another qualified defined contribution plan maintained
           by the Employer, a welfare benefit fund maintained by the Employer,
           an individual medical account maintained by the Employer, or a
           simplified employee pension maintained by the Employer which provides
           an Annual Addition during any Limitation Year. The Annual Additions
           which may be credited to a Participant's Account under this Plan for
           any such Limitation Year will not exceed the Maximum Permissible
           Amount, reduced by the Annual Additions credited to a Participant's
           account under the other qualified defined contribution plans, welfare
           benefit funds, individual medical accounts, and simplified employee
           pensions for the same Limitation Year. If the Annual Additions with
           respect to the Participant under other qualified defined contribution
           plans, welfare benefit funds, individual medical accounts, and
           simplified employee pensions maintained by the Employer are less than
           the Maximum Permissible Amount, and the Employer Contribution that
           would otherwise be contributed or allocated to the Participant's
           Account under this Plan would cause the Annual Additions for the
           Limitation Year to exceed this limitation, the amount contributed or
           allocated will be reduced so that the Annual Additions under all such
           plans and funds for the Limitation Year will equal the Maximum
           Permissible Amount. If the Annual Additions with respect to the
           Participant under such other qualified defined contribution plans,
           welfare benefit funds, individual medical accounts, and simplified
           employee pensions in the aggregate are equal to or greater than the
           Maximum Permissible Amount, no amount will be contributed or
           allocated to the Participant's Account under this Plan for the
           Limitation Year.

       (g) Prior to determining the Participant's actual Compensation for the
           Limitation Year, the Employer may determine the Maximum Permissible
           Amount for a Member in the manner described in Ic) above.

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

      (i)  if pursuant to (h) above or as a result of the allocation of
           forfeitures or as a result of a reasonable error in determining the
           amount of elective deferrals (within the meaning of Code Section
           402(g)(3)) that may be made with respect to any individual under the
           limits of Code Section 415, a Participant's Annual Additions under
           this Plan and such other plans would result in an Excess Amount for a
           Limitation Year, the Excess Amount will be deemed to consist of the
           Annual Additions last allocated, except that Annual Additions
           attributable to a simplified employee pension will be deemed to have
           been allocated first, followed by Annual Additions to a welfare
           benefit fund or individual medical account, regardless of the actual
           allocation date.

      (j)  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:

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

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



RESTATEMENT JANUARY 1, 1999              33               ARTICLE III (4.45670)

<PAGE>

       (k) Any Excess Amount attributed to this Plan will be disposed of in the
           manner described in (e) above.

       (l) If the Employer maintains, or at any time maintained, a qualified
           defined benefit plan covering any Participant in this Plan, the sum
           of the Participant's Defined Benefit Plan Fraction and Defined
           Contribution Plan Fraction will not exceed 1.0 in any Limitation
           Year. The Projected Annual Benefit shall be limited first. If the
           Participant's annual benefit(s) equal his Projected Annual Benefit,
           as limited, then Annual Additions to the defined contribution plan(s)
           shall be limited to the extent needed to reduce the sum to 1 .0 in
           the same manner in which the Annual Additions are limited to meet the
           Maximum Permissible Amount. This subparagraph shall cease to apply
           effective as of the first Limitation Year beginning on or after
           January 1, 2000.

SECTION 3.05--EXCESS AMOUNTS.

       (a) DEFINITIONS.  For the purposes of this section, the following terms
           are defined:

           ACP means the average (expressed as a percentage) of the Contribution
           Percentages of the Eligible Participants in a group.

           ADP means the average (expressed as a percentage) of the Deferral
           Percentages of the Eligible Participants in a group.

           Aggregate Limit means the greater of:

           (1)  The sum of:

                (i)  1 25 percent of the greater of the ADP of the Non-highly
                     Compensated Employees for the prior Plan Year or the ACP of
                     the Non-highly Compensated Employees under the plan subject
                     to Code Section 401(m) for the Plan Year beginning with or
                     within the prior Plan Year of the cash or deferred
                     arrangement, and

                (ii) the lesser of 200 percent or 2 percent plus the lesser of
                     such ADP or ACP.

           (2)  The sum of:

                (i)  125 percent of the lesser of the ADP of the Non-highly
                     Compensated Employees for the prior Plan Year or the ACP of
                     the Non-highly Compensated Employees under the plan subject
                     to Code Section 401(m) for the Plan Year beginning with or
                     within the prior Plan Year of the cash or deferred
                     arrangement, and

                (ii) the lesser of 200 percent or 2 percent plus the greater of
                     such ADP or ACP.

           If the Employer has elected to use the current testing method, then,
           in calculating the Aggregate Limit for a particular Plan Year, the
           Non-highly Compensated Employees' ADP and ACP for that Plan Year,
           instead of the prior Plan Year, is used.


RESTATEMENT JANUARY 1, 1999             34                ARTICLE III (4-45670)

<PAGE>

           Contribution Percentage means the ratio (expressed as a percentage)
           of the Eligible Participant's Contribution Percentage Amounts to the
           Eligible Participant's Compensation for the Plan Year (whether or not
           the Eligible Participant was an Eligible Participant for the entire
           Plan Year). For an Eligible Participant for whom such Contribution
           Percentage Amounts for the Plan Year are zero, the percentage is
           zero.

           Contribution Percentage Amounts means the sum of the Participant
           Contributions and Matching Contributions (that are not Qualified
           Matching Contributions taken into account for purposes of the ADP
           Test) made under the Plan on behalf of the Eligible Participant for
           the Plan Year. Such Contribution Percentage Amounts shall not include
           Matching Contributions that are forfeited either to correct Excess
           Aggregate Contributions or because the Contributions to which they
           relate are Excess Elective Deferrals, Excess Contributions, or Excess
           Aggregate Contributions. Under such rules as the Secretary of the
           Treasury shall prescribe, in determining the Contribution Percentage
           the Employer may elect to include Qualified Non-elective
           Contributions under this Plan which were not used in computing the
           Deferral Percentage. The Employer may also elect to use Elective
           Deferral Contributions in computing the Contribution Percentage so
           long as the ADP Test is met before the Elective Deferral
           Contributions are used in the ACP Test and continues to be met
           following the exclusion of those Elective Deferral Contributions that
           are used to meet the ACP Test.

           Deferral Percentage means the rat[o (expressed as a percentage), of]
           Elective Deferral Contributions under this Plan on behalf of the
           Eligible Participant for the Plan Year to the Eligible Participant's
           Compensation for the Plan Year (whether or not the Eligible
           Participant was an Eligible Participant for the entire Plan Year). .
           The Elective Deferral Contributions used to determine the Deferral
           Percentage shall include Excess Elective Deferrals (other than Excess
           Elective Deferrals of Non-highly Compensated Employees that arise
           solely from Elective Deferral Contributions made under this Plan or
           any other plans of the Employer or a Controlled Group Member), but
           shall exclude Elective Deferral Contributions that are used in
           computing the Contribution Percentage (provided the ADP Test is
           satisfied both with and without exclusion of these Elective Deferral
           Contributions). Under such rules as the Secretary of the Treasury
           shall prescribe, the Employer may elect to include Qualified
           Non-elective Contributions and Qualified Matching Contributions under
           this Plan in computing the Deferral Percentage. For an Eligible
           Participant for whom such contributions on his behalf for the Plan
           Year are zero, the percentage is zero.

           Elective Deferral Contributions means any employer contributions made
           to a plan at the election of a participant, in lieu of cash
           compensation, and shall include contributions made pursuant to a
           salary reduction agreement or other deferral mechanism. With respect
           to any taxable year. a participant's Elective Deferral Contributions
           are the sum of all employer contributions made on behalf of such
           participant pursuant to an election to defer under any qualified cash
           or deferred arrangement described in Code Section 401(k). any salary
           reduction simplified employee pension plan described in Code Section
           408(k)(6), any SIMPLE IRA plan described in Code Section 408(p), any
           eligible deferred compensation plan under Code Section 457, any plan
           described under Code Section 601(c)(18), and any employer
           contributions made on behalf of a participant for the purchase of an
           annuity contract under Code Section 403(b) pursuant to a salary
           reduction agreement. Elective Deferral Contributions shall not
           include any deferrals properly distributed as excess annual
           additions.

RESTATEMENT JANUARY 1,1999             35                 ARTICLE Ill (4-45670)

<PAGE>

           Eligible Participant means, for purposes of determining the Deferral
           Percentage, any Employee who is otherwise entitled to make Elective
           Deferral Contributions under the terms of the Plan for the Plan Year.
           Eligible Participant means, for purposes of determining the
           Contribution Percentage, any Employee who is eligible (i) to make a
           Participant Contribution or an Elective Deferral Contribution (if the
           Employer takes such contributions into account in the calculation of
           the Contribution Percentage), or (ii) to receive a Matching
           Contribution (including forfeitures) or a Qualified Matching
           Contribution. If a Participant Contribution is required as a
           condition of participation in the Plan, any Employee who would be a
           Participant in the Plan if such Employee made such a contribution
           shall be treated as an Eligible Participant on behalf of whom no
           Participant Contributions are made.

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

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

           (2)  The maximum Contribution Percentage Amounts permitted by the ACP
                Test (determined by hypothetically 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 and then determining Excess Contributions.

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

           (1)  The aggregate amount of employer contributions actually taken
                into account in computing the Deferral Percentage of Highly
                Compensated Employees for such Plan Year, over

           2)   The maximum amount of such contributions permitted by the ADP
                Test (determined by hypothetically reducing contributions made
                on behalf of Highly Compensated Employees in the order of the
                Deferral Percentages, beginning with the highest of such
                percentages).

           Such determination shall be made after first determining Excess
           Elective Deferrals.

           Excess Elective Deferrals means those Elective Deferral Contributions
           that are includible in a Participant's gross income under Code
           Section 402(g) to the extent such Participant's Elective Deferral
           Contributions for a taxable year exceed the dollar limitation under
           such Code section.
           Excess Elective Deferrals shall be treated as Annual Additions, as
           defined in the. CONTRIBUTION LIMITATION SECTION of this article,
           under the Plan, unless such amounts are distributed no later than the
           first April 15 following the close of the Participant's taxable year.

           Matching Contributions means employer contributions made to this or
           any other defined contribution plan, or to a contract described in
           Code Section 403(b). on behalf of a participant on account of a
           Participant Contribution made by such participant, or on account of a
           participant's Elective Deferral Contributions, under a plan
           maintained by the Employer or a Controlled Group member.


RESTATEMENT JANUARY 1,1999               36               ARTICLE III (4-45670)

<PAGE>

            Participant Contributions means contributions made to the plan by or
            on behalf of a participant that are included in the participant's
            gross income in the year in which made and that are maintained under
            a separate account to which the earnings and losses are allocated.

           Qualified Matching Contributions means Matching Contributions which
           are subject to the distribution and non-forfeitability requirements
           under Code Section 401(k) when made

            Qualified Non-elective Contributions means any employer
            contributions (other than Matching Contributions) which an employee
            may not elect to have paid to him in cash instead of being
            contributed to the plan and which are subject to the distribution
            and nonforfeitability requirements under Code Section 401 (k) when
            made.

      (b)   EXCESS ELECTIVE  DEFERRALS.  A Participant may assign to this Plan
            --------------------------
            any Excess  Elective  Deferrals  made during a taxable year of the
            Participant by notifying the Plan  Administrator  in writing on or
            before  the first  following  March 1 of the  amount of the Excess
            Elective  Deferrals to be assigned to the Plan. A  Participant  is
            deemed to notify the Plan  Administrator  of any  Excess  Elective
            Deferrals  that arise by taking into account  only those  Elective
            Deferral  Contributions  made to this Plan and any  other  plan of
            the  Employer or a  Controlled  Group  member.  The  Participant's
            claim for Excess  Elective  Deferrals  shall be accompanied by the
            Participant's  written  statement  that  if such  amounts  are not
            distributed,  such Excess Elective Deferrals will exceed the limit
            imposed on the  Participant by Code Section 402(g) for the year in
            which  the  deferral  occurred.   The  Excess  Elective  Deferrals
            assigned  to  this  Plan  cannot  exceed  the  Elective   Deferral
            Contributions allocated under this Plan for such taxable year.

            Notwithstanding any other provisions of the Plan. Elective Deferral
            Contributions in an amount equal to the Excess Elective Deferrals
            assigned to this Plan, 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 assigned
            for the preceding year and who claims Excess Elective Deferrals for
            such taxable year.

            The Excess Elective Deferrals shall be adjusted for income or loss.
            The income or loss allocable to such Excess Elective Deferrals shall
            be equal to the income or loss allocable to the Participant's
            Elective Deferral Contributions for the taxable year in which the
            excess occurred multiplied by a fraction. The numerator of the
            fraction is the Excess Elective Deferrals. The denominator of the
            fraction is the closing balance without regard to any income or loss
            occurring during such taxable year (as of the end of such taxable
            year) of the Participant's Account resulting from Elective Deferral
            Contributions.

           Any Matching Contributions which were based on the Elective Deferral
           Contributions which are distributed as Excess Elective Deferrals,
           plus any income and minus any loss allocable thereto, shall be
           forfeited.

(c)      ADP TEST. As of the end of each Plan Year after Excess Elective
         Deferrals have been determined, the Plan must satisfy the ADP Test. The
         ADP Test shall be satisfied using the prior year testing method, unless
         the Employer has elected to use the current year testing method.


RESTATEMFNT JANUARY 1 1999             37                  ARTICLE III (4-45670)

<PAGE>

            (1) PRIOR YEAR TESTING METHOD. The ADP for a Plan Year for Eligible
                Participants who are Highly Compensated Employees for each Plan
                Year and the prior year's ADP for Eligible Participants who were
                Non-highly Compensated Employees for the prior Plan Year must
                satisfy one of the following tests:

                (i)  The ADP for a Plan Year for Eligible Participants who are
                     Highly Compensated Employees for the Plan Year shall not
                     exceed the prior year's ADP for Eligible Participants who
                     were Non-highly Compensated Employees for the prior Plan
                     Year multiplied by 1.25; or

                (ii} The ADP for a Plan  Year for  Eligible  Participants  who
                     are Highly Compensated Employees for the Plan Year:

                     A.    shall not exceed the prior  year's ADP for Eligible
                           Participants who were Non-highly Compensated
                           Employees for the prior Plan Year  multiplied by 2,
                           and

                     B.   the difference between such ADPs is not more than 2.

                If this is not a successor plan, for the first Plan Year the
                Plan permits any Participant to make Elective DeferrW
                Contributions, for purposes of the foregoing tests, the prior
                year's Non-highly Compensated Employees' ADP shall be 3 percent,
                unless the Employer has elected to use the Plan Year's ADP for
                these Eligible Participants.

            (2) CURRENT YEAR TESTING METHOD. The ADP for a Plan Year for
                Eligible Participants who are Highly Compensated Employees for
                each Plan Year and the ADP for Eligible Participants who are
                Non-highly Compensated Employees for the Plan Year must satisfy
                one of the following tests:

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

                (ii) The ADP for a Plan  Year for  Eligible  Participants  who
                     are Highly Compensated Employees for the Plan Year:

                     A.   shall not exceed the ADP for Eligible Participants
                          who are Non-highly Compensated Employees for the
                         Plan Year multiplied by 2, and

                     B.   the difference between such ADP's is not more than 2.

                If the Employer has elected to use the current year testing
                method, that election cannot be changed unless (i) the Plan has
                been using the current year testing method for the preceding
                five Plan Years, or if less, the number of Plan Years the Plan
                has been in existence; or (ii) the Plan otherwise meets one of
                the conditions specified in Internal Revenue Service Notice 98-1
                (or superseding guidance) for changing from the current year
                testing method.


RESTATEMENT JANUARY 1,1999              38                 ARTICLE Ill (4-45670)


<PAGE>

            A Participant is a Highly Compensated Employee for a particular Plan
            Year if he meets the definition of a Highly Compensated Employee in
            effect for that Plan Year. Similarly, a Participant is a Non-highly
            Compensated Employee for a particular Plan Year if he does not meet
            the definition of a Highly Compensated Employee in effect for that
            Plan Year.

            The Deferral Percentage for any Eligible Participant who is a Highly
            Compensated Employee for the Plan Year and who is eligible to have
            Elective Deferral Contributions (and Qualified Non-elective
            Contributions or Qualified Matching Contributions, or both, if
            treated as Elective Deferral Contributions for purposes of the ADP
            Test) allocated to his account under two or more arrangements
            described in Code Section 401(k) that are maintained by the Employer
            or a Controlled Group member shall be determined as it such Elective
            Deferral Contributions (and, if applicable, such Qualified
            Non-elective Contributions or Qualified Matching Contributions, or
            both) were made under a single arrangement. If a Highly Compensated
            Employee participates in two or more cash or deferred arrangements
            that have different plan years, all cash or deferred arrangements
            ending with or within the same calendar year shall be treated as a
            single arrangement. The foregoing notwithstanding, certain plans
            shall be treated as separate if mandatorily disaggregated under the
            regulations of Code Section 401(k). If the Employer elects to apply
            Code Section 410(b)(4)(8) to satisfy the requirements of Code
            Section 410(b), the Employer may elect to do a single ADP Test for
            the mandatorily disaggregated plans for Plan Years beginning after
            December 31, 1998 in accordance with Code Section 401(k) and the
            regulations there under.

            In the event this Plan satisfies the requirements of Code Section
            401(k). 401(afl4), or 410(b) only if aggregated with one or more
            other plans, or if one or more other plans satisfy the requirements
            of such Code sections only if aggregated with this Plan, then this
            section shall be applied by determining the Deferral Percentage of
            Employees as if all such plans were a single plan. Any adjustments
            to the Non-highly Compensated Employee ADP for the prior year shall
            be made in accordance with Internal Revenue Service Notice 98-1 (or
            superseding guidance), unless othe Employer has elected to use the
            current year testing method. Plans may be aggregated in order to
            satisfy Code Section 401(k) only if they have the same plan year and
            use the same testing method for the ADP Test.

            For purposes of the ADP Test, Elective Deferral Contributions,
            Qualified Non-elective Contributions, and Qualified Matching
            Contributions must be made before the end of the 12-month period
            immediately following the Plan Year to which the contributions
            relate.

           The Employer shall maintain records sufficient to demonstrate
           satisfaction of the ADP Test and the amount of Qualified Non-elective
           Contributions or Qualified Matching Contributions, or both, used in
           such test.

           If the Plan Administrator should determine during the Plan Year that
           the ADP Test is not being met, the Plan Administrator may limit the
           amount of future Elective Deferral Contributions of the Highly
           Compensated Employees.

           Notwithstanding any other provisions of this 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 such Excess Contributions were
           allocated for the preceding Plan Year. Excess Contributions are
           allocated to the Highly Compensated Employees with the


RESTATEMENT JANUARY 1,1999               39               ARTICLE Ill (4-45670)

<PAGE>
            largest amounts of employer contributions taken into account in
            calculating the ADP Test for the year in which the excess arose,
            beginning with the Highly Compensated Employee with the largest
            amount of such employer contributions and continuing in descending
            order until all of the Excess Contributions have been allocated. For
            purposes of the preceding sentence, the "largest amount" is
            determined after distribution of any Excess Contributions. If such
            excess amounts are distributed more than 2 1/2 months after the last
            day of the Plan Year in which such excess amounts arose, a 10
            percent excise tax shall be imposed on the employer maintaining the
            plan with respect to such amounts.

           Excess Contributions shall be treated as Annual Additions, as defined
           in the CONTRIBUTION LIMITATION SECTION of this article.

           The Excess Contributions shall be adjusted for income or loss. The
           income or loss allocable to such Excess Contributions allocated to
           each Participant shall be equal to the income or loss allocable to
           the Participant's Elective Deferral Contributions (and, if
           applicable, Qualified Nonelective Contributions or Qualified Matching
           Contributions, or both) for the Plan Year in which the excess
           occurred multiplied by a fraction. The numerator of the fraction is
           the Excess Contributions. The denominator of the fraction is the
           closing balance without regard to any income or loss occurring during
           such Plan Year (as of the end of such Plan Year) of the Participant's
           Account resulting from Elective Deferral Contributions (and Qualified
           Non-elective Contributions or Qualified P~1atching Contributions, or
           both, if such contributions are included in the AOP Test).

           Excess Contributions allocated to a Participant shall be distributed
           from the Participant's Account resulting from Elective Deferral
           Contributions. If such Excess Contributions exceed the balance in the
           Participant's Account resulting from Elective Deferral Contributions,
           the balance shall be distributed from the Participant's Account
           resulting from Qualified Matching Contributions (if applicable) and
           Qualified Non-elective Contributions, respectively.

            Any Matching Contributions which were based on the Elective Deferral
            Contributions which are distributed as Excess Contributions, plus
            any income and minus any loss allocable thereto, shall be forfeited.

      Id)  ACP TEST. As of the end of each Plan Year, the Plan must satisfy the
           ACP Test. The ACP Test shall be satisfied using the prior year
           testing method, unless the Employer has elected to use the current
           year testing method.

           (1)  PRIOR YEAR TESTING METHOD.- The ACP for a Plan Year for Eligible
                Participants who are Highly Compensated Employees for each Plan
                Year and the prior year's ACP for Eligible Participants who were
                Non-highly Compensated Employees for the prior Plan Year must
                satisfy one of the following tests:

                (i)  The ACP for the Plan Year for Eligible Participants who are
                     Highly Compensated Employees for the Plan Year shall not
                     exceed the prior year's ACP for Eligible Participants who
                     were Non-highly Compensated Employees for the prior Plan
                     Year multiplied by 1.25; or

                  (ii)  The ACP for a Plan Year for Eligible  Participants who
                      are Highly Compensated Employees for the Plan Year:

                      A.  shall not exceed the prior year's ACP for  Eligible
                          Participants who were Non-highly Compensated
                          Employees for the prior Plan Year multiplied by 2,
                          and

                      B.  the difference between such ACPs is not more than 2.


RESTATEMENT JANUARY 1,1999              40                ARTICLE Ill (4-45670)

<PAGE>

                If this is not a successor plan, for the first Plan Year the
                Plan permits any Participant to make Participant Contributions,
                provides for Matching Contributions, or both, for purposes of
                the foregoing tests, the prior year's Non-highly Compensated
                Employees' ACP shall be 3 percent, unless the Employer has
                elected to use the Plan Year's ACP for these Eligible
                Participants.

           (2)  CURRENT YEAR TESTING METHOD. The ACP for a Plan Year for
                Eligible Participants who are Highly Compensated Employees for
                each Plan Year and the ACP for Eligible Participants who are
                Non-highly Compensated Employees for the Plan Year must satisfy
                one of the following tests:

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

                (ii) The ACP for a Plan  Year for  Eligible  Participants  who
                     are Highly Compensated Employees for the Plan Year:

                     A.    shall not exceed the ACP for Eligible  Participants
                           who are  Non-highly  Compensated  Employees for the
                           Plan Year multiplied by 2, and

                      B.  the difference between such ACPs is not more than 2.

                If the Employer has elected to use the current year testing
                method, that election cannot be changed unless (i) the Plan has
                been using the current year testing method for the preceding
                five Plan Years, or if less, the number of Plan Years the Plan
                has been in existence; or (ii) the Plan otherwise meets one of
                the conditions specified in Internal Revenue Service Notice 98-1
                (or superseding guidance) for changing from the current year
                testing method.

           A Participant is a Highly Compensated Employee for a particular Plan
           Year if he meets the definition of a Highly Compensated Employee in
           effect for that Plan Year. Similarly, a Participant is a Non-highly
           Compensated Employee for a particular Plan Year if he does not meet
           the definition of a Highly Compensated Employee in effect for that
           Plan Year.

RESTATEMENT JANUARY 1,1999              41                 ARTICLE Ill (4-45670)

<PAGE>

           MULTIPLE USE. If one or more Highly Compensated Employees participate
           in both a cash or deferred arrangement and a plan subject to the ACP
           Test maintained by the Employer or a Controlled Group member, and the
           sum of the AOP and ACP of those Highly Compensated Employees subject
           to either or both tests exceeds the Aggregate Limit, then the
           Contribution Percentage of those Highly Compensated Employees who
           also participate in a cash or deferred arrangement will be reduced in
           the manner described below for allocating Excess Aggregate
           Contributions so that the limit is not exceeded. The amount by which
           each Highly Compensated Employee's Contribution Percentage is reduced
           shall be treated as an Excess Aggregate Contribution, The ADP and ACP
           of the Highly Compensated Employees are determined after any
           corrections required to meet the ADP Test and ACP Test and are deemed
           to be the maximum permitted under such tests for the Plan Year.
           Multiple use does not occur if either the ADP or ACP of the Highly
           Compensated Employees does not exceed 1 .25 multiplied by the ADP and
           ACP, respectively, of the Non-highly Compensated Employees.

           The Contribution Percentage for any Eligible Participant who is a
           Highly Compensated Employee for the Plan Year and who is eligible to
           have Contribution Percentage Amounts allocated to his account under
           two or more plans described in Code Section 401(a) or arrangements
           described in Code Section 401(k) that are maintained by the Employer
           or a Controlled Group member 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 cash or
           deferred arrangements that have different plan years, all cash or
           deferred arrangements ending with or within the same calendar year
           shall be treated as a single arrangement. The foregoing
           notwithstanding, certain plans shall be treated as separate if
           mandatorily disaggregated under the regulations of Code Section
           401(m). If the Employer elects to apply Code Section 410(b)(4)(B) to
           satisfy the requirements of Code Section 410(b), the Employer may
           elect to do a single ACP Test for.the mandatorily disaggregated plans
           for Plan Years beginning after December 31, 1998 in accordance with
           Code Section 401(m) and the regulations there under.

           In the event this Plan satisfies the requirements of Code Section
           401(m), 401(aX4), or 410(b) only if aggregated with one or more other
           plans, or if one or more other plans satisfy the requirements of such
           Code sections only if aggregated with this Plan, then this section
           shall be applied by determining the Contribution Percentage of
           Employees as if all such plans were a single plan. Any adjustments to
           the Non-highly Compensated Employee ACP for the prior year shall be
           made in accordance with Internal Revenue Service Notice 98-1 (or
           superseding guidance), unless the Employer has elected to use the
           current year testing method. Plans may be aggregated in order to
           satisfy Code Section 401(m) only if they have the same plan year and
           use the same testing method for the ACP Test.

           For purposes of the ACP Test, Participant Contributions are
           considered to have been made in the Plan Year in which contributed to
           the Plan. Matching Contributions and Qualified Non-elective
           Contributions will be considered to have been 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.

           The Employer shall maintain records sufficient to demonstrate
           satisfaction of the ACP Test and the amount of Qualified Non-elective
           Contributions or Qualified Matching Contributions, or both, used in
           such test.

RESTATEMENT JANUARY 1,1999            42                   ARTICLE Ill (4-45670)

<PAGE>

           Notwithstanding any other provisions of this Plan, Excess Aggregate
           Contributions, plus any income and minus any loss allocable thereto,
           shall be forfeited, if not vested, or distributed, if vested, 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. Excess Aggregate Contributions are allocated to
           the Highly Compensated Employees with the largest Contribution
           Percentage Amounts taken into account in calculating the ACP Test for
           the year in which the excess arose, beginning with the Highly
           Compensated Employee with the largest amount of such Contribution
           Percentage Amounts and continuing in descending order until all of
           the Excess Aggregate Contributions have been allocated. For purposes
           of the preceding sentence, the "largest amount" is determined after
           distribution of any Excess Aggregate Contributions. If such 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, a 1
           0 percent excise tax shall be imposed on the employer maintaining the
           plan with respect to such amounts.

           Excess Aggregate Contributions shall be treated as Annual Additions,
           as defined in the CONTRIBUTION LIMITATION SECTION of this article.

           The Excess Aggregate Contributions shall be adjusted for income or
           loss. The income or loss allocable to such Excess Aggregate
           Contributions allocated to each Participant shall be equal to the
           income or loss allocable to the Participant's Contribution Percentage
           Amounts for the Plan Year in which the excess occurred multiplied by
           a fraction. The numerator of the fraction is the Excess Aggregate
           Contributions. The denominator of the fraction is the closing balance
           without regard to any income or loss occurring during such Plan Year
           (as of the end of such Plan Year) of the Participants Account
           resulting from Contribution Percentage Amounts.

           Excess Aggregate Contributions allocated to a Participant shall be
           distributed from the Participant's Account resulting from Participant
           Contributions that are not required as a condition of employment or
           participation or for obtaining additional benefits from Employer
           Contributions. If such Excess Aggregate Contributions exceed the
           balance in the Participant's Account resulting from such
           Participant's Contributions, the balance shall be forfeited, if not
           vested, or distributed, if vested, on a pro-rata basis from the
           Participant's Account resulting from Contribution Percentage Amounts.

      (e)  EMPLOYER  ELECTIONS.  The  Employer has not made an election to use
           the current year testing method.


RESTATEMENT JANUARY 1, 1999                  43            ARTICLE Ill (4-45670)

<PAGE>


ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

      The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in which the
Plan Fund is or may be held or invested. To the extent permitted by the Trust
Agreement, Annuity Contract, or other funding arrangement, the parties named
below shall direct the Contributions to the guaranteed benefit policy portion of
the Annuity Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust Agreement
and may request the transfer of amounts resulting from those Contributions
between such investment options and investment vehicles or the transfer of
amounts between the guaranteed benefit policy portion of the Annuity Contract
and such investment options and investment vehicles. A Participant may not
direct the Trustee or Insurer to invest the Participant's Account in
collectibles. Collectibles mean any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or other tangible personal property specified
by the Secretary of the Treasury. However, for tax years beginning after
December 31, 1997, certain coins and bullion as provided in Code Section
4OSfmH3) shall not be considered collectibles. To the extent that a Participant
who has investment direction fails to give timely direction, the Primary
Employer shall direct the investment of his Account. If the Primary Employer has
investment direction, such Account shall be invested ratably in the guaranteed
benefit policy portion of the Annuity Contract, the investment options available
under the Annuity Contract, or the investment vehicles available under the Trust
Agreement in the same manner as the Accounts of all other Participants who do
not direct their investments. The Primary Employer shall have investment
direction for amounts which have not been allocated to Participants. To the
extent an investment is no longer available, the Primary Employer may require
that amounts currently held in such investment be reinvested in other
investments.

      At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan's objectives. The
Named Fiduciary shall inform the Trustee and any Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy can be
coordinated with the Plan's financial requirements.

      (a)  Employer Contributions other than Elective Deferral and Matching
           Contributions: The Participant shall direct the investment of such
           Employer Contributions and transfer of amounts resulting from those
           Contributions.

      (b)  Elective Deferral  Contributions:  The Participant shall direct the
           investment  of  Elective  Deferral  Contributions  and  transfer of
           amounts resulting from those Contributions.

      Cc)   Matching Contributions: The Primary Employer shall direct the
            investment of Matching Contributions and transfer of amounts
            resulting from those Contributions.

      (d)   Rollover Contributions: The Participant shall direct the investment
            of Rollover Contributions and transfer of amounts resulting from
            those Contributions.


RESTATEMENT JANUARY 1, 1999             44                  ARTICLE IV (4-45670)


<PAGE>

       However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

       The Employer shall pay to the Insurer or Trustee, as applicable, the
Elective Deferral Contributions and Qualified Non-elective Contributions for
each Plan Year not later than the end of the 12-month period immediately
following the Plan Year for which they are deemed to be paid.

       All Contributio6is are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, ~s applicable. Contributions that are accumulated through payroll
deduction shall be paid to the Trustee or Insurer, as applicable, by the earlier
of (9 the date the Contributions can reasonably be segregated from the
Employer's assets, or (ii) the 15th business day of the month following the
month in which the Contributions would otherwise have been paid in cash to the
Participant.

SECTION 4.O1A--INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

       All or some portion of the Participant's Account resulting from' the
following Contributions may be invested in Qualifying Employer Securities:

       Matching Contributions

       For purposes of determining the annual valuation of the Plan, and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to the
last day of the Plan Year. The fair market value of Qualifying Employer
Securities shall be determined on such Valuation Date. The prices of Qualifying
Employer Securities as of the date of the transaction shall apply for purposes
of valuing distributions and other transactions of the Plan to the extent such
value is representative of the fair market value of such securities in the
opinion of the Plan Administrator. The value of a Participant's Account held in
the Qualifying Employer Securities Fund may be expressed in units.

      If the Qualifying Employer Securities are not public such securities so
that reasonable valuation may not be must be valued at least annually by an
independent a Plan Administrator, the Trustee, or any person related appraiser
may be associated with a person who is merely who exercises no discretionary
authority and is not a plan icly traded, or if an extremely thin market exists
for obtained from the market place, then such securities ppraiser who is not
associated with the Employer, the to any fiduciary under the Plan. The
independent a contract administrator with respect to the Plan, but fiduciary.

      If there is a public market for Qualifying Employer Securities of the type
held by the Plan, then the Plan Administrator may use as the value of the
securities the price at which such securities trade in such market. If the
Qualifying Employer Securities do not trade on the relevant date, or if the
market is very thin on such date, then the Plan Administrator may use for the
valuation the next preceding trading day on which the trading prices are
representative of the fair market value of such securities in the opinion of the
Plan Administrator.

      Cash dividends payable on the Qualifying Employer such securities. In the
event of any cash or stock dividend credited to the Accounts based on the number
of shares Account as of the payable date of such dividend or split. Securities
shall be reinvested in additional shares of or any stock split, such dividend or
split shall be of Qualifying Employer Securities credited to each


RESTATEMENT JANUARY 1. 1999             45                 ARTICLE IV (4-45670)

<PAGE>

      All purchases of Qualifying Employer Securities shall be made at a price,
or prices, which, in the judgment of the Plan Administrator, do not exceed the
fair market value of such securities.

      In the event that the Trustee acquires Qualifying Employer Securities by
purchase from a "disqualified person" as defined in Code Section 4975(e)(2) or
from a "party-in-interest" as defined in ERISA Section 3(14), the terms of such
purchase shall contain the provision that in the event there is a final
determination by the Internal Revenue Service, the Department of Labor, or court
of competent jurisdiction that the fair market value of such securities as of
the date of purchase was less than the purchase price paid by the Trustee, then
the seller shall pay or transfer, as the case may be, to the Trustee an amount
of cash or shares of Qualifying Employer Securities equal in value to the
difference between the purchase price and such fair market value for all such
shares. In the event that cash or shares of Qualifying Employer Securities are
paid or transferred to the Trustee under this provision, such securities shall
be valued at their fair market value as of the date of such purchase, and
interest at a reasonable rate from the date of purchase to the date of payment
or transfer shall be paid by the seller on the amount of cash paid.

      The Plan Administrator may direct the Trustee to sell, resell, or
otherwise dispose of Qualifying Employer Securities to any person, including the
Employer, provided that any such sales to any disqualified person or
party-in-interest, including the Employer, will be made at not less than the
fair market value and no commission will be charged. Any such sale shall be made
in conformance with ERISA Section 408(e).

      The Employer is responsible for compliance with any applicable Federal or
state securities law with respect to all aspects of the Plan. The Qualifying
Employer Securities or interest in this Plan are required to be registered in
order to permit investment in the Qualifying Employer Securities Fund as
provided in this section, then such investment will not be effective until the
later of the effective date of the Plan or the date such registration or
qualification is effective. The Employer, at its own expense, will take or cause
to be taken any and all such actions as may be necessary or appropriate to
effect such registration or qualification. Further, if the Trustee is directed
to dispose of any Qualifying Employer Securities held under the Plan under
circumstances which require registration or qualification of the securities
under applicable Federal or state securities laws, then the Employer will, at
its own expense, take or cause to be taken any and all such action as may be
necessary or appropriate to effect such registration or qualification. The
Employer is responsible for all compliance requirements under Section 16 of the
Securities Act.



RESTATEMENT JANUARY 1,1999               46                 ARTICLE IV (4-45670)

<PAGE>

ARTICLE V

BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

       On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.02--DEATH BENEFITS.

       If a Participant dies before his Annuity Starting Date, his Vested
Account shall be distributed according to the distribution of benefits
provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of
Article X.

SECTION 5.03--VESTED BENEFITS.

       If an Inactive Participant's Vested Account is not payable under the
SMALL AMOUNTS SECTION of Article X, he may elect, but is not required, to
receive a distribution of his Vested Account after he ceases to be an Employee.
The Participant's election shall be subject to his spouse's consent as provided
in the ELECTION PROCEDURES SECTION of Article VI. A distribution under this
paragraph shall be a retirement benefit and shall be distributed to the
-Participant according to the distribution of benefits provisions of Article VI.

       A Participant may not elect to receive a distribution under the
provisions of this section after he again becomes an Employee until he
subsequently ceases to be an Employee and meets the requirements of this
section.

       If an Inactive Participant does not receive an earlier distribution, upon
his Retirement Date or death, his Vested Account shall be distributed according
to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS
SECTION of Article V.

      The Non-vested Account of an Inactive Participant who has ceased to be an
Employee shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can
increase, the Non-vested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

      (a)  Unless otherwise elected, benefits shall begin before the 60th day
           following the close of the Plan Year in which the latest date below
           occurs:

           (1) The date the Participant attains age 65 (or Normal Retirement
               Age, if earlier).

           (2) The 10th anniversary of the Participant's Entry Date.


RESTATEMENT JANUARY 1, 1999              47                  ARTICLE V (4-45670)

<PAGE>

           (3)  The date the Participant ceases to be an Employee.

           Notwithstanding the foregoing, the failure of a Participant and
           spouse to consent to a distribution while a benefit is immediately
           distributable, within the meaning of the ELECTION PROCEDURES SECTION
           of Article VI, shall be deemed to be an election to defer the start
           of benefits sufficient to satisfy this section.

           The Participant may elect to have his benefits begin after the latest
           date for beginning benefits described above, subject to the following
           provisions of this section. The Participant shall make the election
           in writing. Such election must be made before his Normal Retirement
           Date or the date he ceases to be an Employee, if later. The election
           must describe the form of distribution and the date benefits will
           begin. The Participant shall not elect a date for beginning benefits
           or a form of distribution that would result in a benefit Payable when
           he dies which would be more than incidental within the meaning of
           governmental regulations.

           Benefits  shall begin on an earlier date if  otherwise  provided in
           the Plan. For example, the
           Participant's Retirement Date or Required Beginning Date, as defined
           in the DEFINITIONS SECTION of Article VII.

      (b)  The Participant's Vested Account which results from Elective Deferral
           Contributions and Qualified Non-elective Contributions may not be
           distributed to a Participant or to his Beneficiary (or Beneficiaries)
           in accordance with the Participant's or Beneficiary's (or
           Beneficiaries') election, earlier than separation from service,
           death, or disability. Such amount may also be distributed upon:

           (1)  Termination of the Plan, as permitted in Article VIII.

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

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

           (4)  The attainment of age 59 1/2 as permitted in the WITHDRAWAL
                BENEFITS SECTION of this article.

           (5)  The hardship of the Participant as permitted in the WITHDRAWAL
                BENEFITS SECTION of this article.

           All distributions that may be made pursuant to one or more of the
           foregoing distributable events will be a retirement benefit and shall
           be distributed to the Participant according to the distribution of
           benefit provisions of Article VI. In addition, distributions that are
           triggered by (1), (2) and (3) above must be made in a lump sum.


RESTATEMENT JANUARY 1, 1999            48                   ARTICLE V (4-45670)

<PAGE>

SECTION 5.05--WITHDRAWAL BENEFITS.

       A Participant may withdraw any part of his Vested Account resulting from
Rollover Contributions. A Participant may make such a withdrawal at any time. A
Participant may make only two such withdrawals in any 12-month period.

       A Participant who has attained age 59 1/2 may withdraw any part of his
Vested Account which results from the following Contributions:

       Elective Deferral Contributions
       Matching Contributions
       Qualified Nonelective Contributions
       Discretionary Contributions

A Participant may make only one such withdrawal in any 1 2-month period.

     o A Participant may withdraw any part of his Vested Account which results
from the following Contributions

      Elective. Deferral Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participants Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participants Elective
Deferral Contributions. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of
tuition, related educational fees, and room and board expenses, for the next 1 2
months of post-secondary education for the Participant, his spouse, children, or
dependents; (iv) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.

      No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need (including
amounts necessary to pay any Federal. state, or local income taxes or penalties
reasonably anticipated to result from the distribution); (ii) the Participant
has obtained all distributions, other than hardship distributions, and all
nontaxable loans currently available under all plans maintained by the Employer;
(iii) the Plan, and all other plans maintained by the Employer, provide that the
Participant's elective contributions and participant contributions will be
suspended for at least 12 months after receipt of the hardship distribution; and
(iv) the Plan, and all other plans maintained by the Employer, provide that the
Participant may not make elective contributions for the Participant's taxable
year immediately following the taxable year of the~ hardship distribution in
excess of the applicable limit under Code Section 402(g) for such next taxable
year less the amount of such Participant's elective contributions for the
taxable year of the hardship distribution. The Plan will suspend elective
contributions and participant contributions for 12 months and limit elective
deferrals as provided in the preceding sentence. A Participant shall not cease
to be an Eligible Participant, as defined in the


RESTATEMENT JANUARY 1, 1999              49                  ARTICLE V (4-45670)

<PAGE>

EXCESS AMOUNTS SECTION of Article Ill, merely because his elective contributions
or participant contributions are suspended.

       A request for withdrawal shall be made in such manner and in accordance
with such rules as the Employer will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the
Employer permits). Withdrawals shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI. A forfeiture shall not occur solely as a result of a
withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

       Loans shall be made available to all Participants on a reasonably
equivalent basis. Loans shall be made available only in the event of hardship
due to an immediate and heavy financial need. Immediate and heavy financial need
shall be limited to (i) medical expenses described in Code Section 21 3(d)
incurred by the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of tuition
for the next semester or quarter of post-secondary education for the
Participant, his spouse, children or dependents; (iv) the need to prevent the
eviction of the Participant from his principal residence or foreclosure on the
mortgage of the Participant's principal residence; on (v) any other distribution
which is deemed by the Commissioner of Internal Revenue to be made on account of
immediate and heavy financial need as provided in Treasury regulations. The
Participant's request for a loan shall include his written statement that an
immediate and heavy financial need exists and explain its nature.

      For purposes of this section, and unless otherwise specified, Participant
means any Participant or Beneficiary who is a party-in-interest as defined in
ERISA. Loans shall not be made to Highly Compensated Employees in an amount
greater than the amount made available to other Participants.

      No loans will be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

       A loan to a Participant shall be a Participant-directed investment of his
Account. The portion of the Participant's Account held in the Qualifying
Employer Securities Fund may not be redeemed for purposes of a loan. The loan is
a Trust Fund investment but no Account other than the borrowing Participant's
Account shall share in the interest paid on the loan or bear any expense or loss
incurred because of the loan.

      The numbero of outstanding loans shall be limited to one. No more than one
loan shall be approved for any Participant in any 12-month period. The minimum
amount of any loan shall be $1,000.

o     Loans must be adequately secured and bear a reasonable rate of interest.

      The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

      (a)   $50,000, reduced by the highest outstanding loan balance of loans
            during the one-year period ending on the day before the new loan is
            made.


RESTATEMENT JANUARY 1, 1999            50                    ARTICLE V (4-45670)

<PAGE>

      (b) The greater of (1) or (2), reduced by (3) below:

            (1)  One-half of the Participants Vested Account.

            (2)  $10,000.

            (3)  Any outstanding loan balance on the date the new loan is
                 made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

      The foregoing notwithstanding, the amount of such loan shall not exceed 50
percent of the amount of the Participant's Vested Account. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

      A Participant must obtain the consent of his spouse, if any, to the use of
the Vested Account as security for the loan. Spousal consent shall be obtained
no earlier than the beginning of the 90-day period that ends on the date on
which the loan to be so secured is made. The consent must be in writing, must
acknowledge the effect of the loan, and must be witnessed by a plan
representative or a notary public. Such consent shall thereafter be binding with
respect to the consenting spouse or any subsequent spouse with respect to that
loan. A new consent shall be required if the Vested Account is used for
collateral upon renegotiation, extension, renewal, or other revision of the
loan. No consent shall be required if subparagraph (d) of the ELECTION
PROCEDURES SECTION of Article VI applies.

      If a valid spousal consent has been obtained in accordance with the above,
or spousal consent is not required, then, notwithstanding any other provision of
this Plan, the portion of the Participant's Vested Account used as a security
interest held by the Plan by reason of a loan outstanding to the Participant
shall be taken into account for purposes oof determining the amount of the
Vested Account payable at the time of the death or distribution, but only if the
reduction is used as repayment of the loan. If spousal consent is required and
less than 100 percent of the Participant's Vested Account (determined without
regard to the preceding sentence) is payable to the surviving spouse, then the
Vested Account shell be adjusted by first reducing the Vested Account by the
amount of the security used as repayment of the loan, and then determining the
benefit payable to the surviving spouse.

       Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.



RESTATEMENT JANUARY 1, 1999            51                    ARTICLE V (4-45870)


<PAGE>

       The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments. not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. If the
loan is used to acquire a dwelling unit, which within a reasonable time
(determined at the time the loan is made) will be used as the principal
residence of the Participant, the repayment period may extend beyond five years
from the date of the loan. The period of repayment for any loan shall be arrives
at by mutual agreement between the Loan Administrator and the Participant and if
the loan is for a principal residence, shall not be made for a period longer
than the repayment period consistent with commercial practices.

       The Participant shall make an application for a loan in such manner and
in accordance with such rules as the Employer shall prescribe for this purpose
(including by means of voice response or other electronic means under
circumstances the Employer permits). The application must specify the amount and
duration requested.

       Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and credit history of the Participant to determine whether a
loan should be approved.

       Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

       There will be an assignment of collateral to the Plan executed at the
time the loan is made.

       In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Participant at the time the loan is made. Loan repayments that are
accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the date the loan repayments can reasonably be segregated from
the Employer's assets, or (ii) the 15th business day of the month following the
month in which such amounts would otherwise have been paid in cash to the
Participant.

       Where payroll deduction is not available, payments in cash are to be
timely made. Any payment that is not by payroll deduction shall be made payable
to the Employer or the Trustee, as specified in the promissory note, and
delivered to the Loan Administrator, including prepayments, service fees and
penalties, if any, and other amounts due under the note. The Loan Administrator
shall deposit such amounts into the Plan as soon as administratively practicable
after they are received, but in no event later than the 15th business day of the
month after they are received.

      The promissory note may provide for reasonable late payment penalties and
service fees. Any penalties or service fees shall be applied to all Participants
in a nondiscriminatory manner. If the promissory note so provides, such amounts
may be assessed and collected from the Account of the Participant as part of the
loan balance.

      Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.



RESTATEMENT JANUARY 1, 1999            52                    ARTICLE V (4.45670)

<PAGE>

       The Plan shall suspend loan payments for a period not exceeding one year
during which an approved unpaid leave of absence occurs other than a military
leave of absence. The Loan Administrator shall provide the Participant a written
explanation of the effect of the suspension of payments upon his loan.

      If a Participant separates from service (or takes a leave of absence) from
the Employer because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant
a written explanation of the effect of his military service upon his loan.

      If any amount remains unpaid for more than 90 days after due, a default is
deemed to occur.

       Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due. along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the
collateral as allowed by law.

       If any payment of principal or interest or any other amount due under the
promissory note, or any portion thereof, is not made for a period of 90 days
after due, the entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically, but not
limited to, the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law.

       In the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due shall not
occur until a distributable event occurs in accordance with the Plan, and shall
not occur to an extent greater than the amount then available upon any.
distributable event which has occurred under the Plan.

      Alt reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a
promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

       If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If any amount
remains past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued and any other amount then
due under the promissory note, shall become due and payable, as above.

      If no distributable event has occurred under the Plan at the time that the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the outstanding loan, this will not occur until the time,
or in excess of the extent to which, a distributable event occurs under the
Plan. An outstanding loan will become due and payable in full 60 days after a
Participant ceases to be an Employee and a party-in-interest as defined in ERISA
or after complete termination of the Plan.


RESTATEMENT JANUARY 1, 1999              53                  ARTICLE V (4-45670)

<PAGE>

SECTION 5.07--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

       The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant has attained his
earliest retirement age is available only if the order specifies that
distribution shall be made prior to the earliest retirement age or allows the
Alternate Payee to elect a distribution prior to the earliest retirement age.

      Nothing in this section shall permit a Participant to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

      The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit
does not exceed $5,000.

      The Plan Administrator shall establish reasonable procedures to determine
the Qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant
and the Alternate Payee named in the order, in writing, of the receipt of the
order and the Plan's procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic relations
order, the Plan Administrator shall determine the qualified status of the order
and shall notify the Participant and each Alternate Payee. in writing, of its
determination. The Plan Administrator shalt provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent with Department of `Labor regulations. The Plan
Administrator may treat as qualified any domestic relations order entered into
before January 1, 1985, irrespective of whether it satisfies all the
requirements described in Code Section 414(p).

      If any portion of the Participant's Vested Account is payable during the
period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations oider within 1 8 months of the date amounts are
first payable following receipt of the order, the payable amounts shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18-month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

      The Plan shall make payments or distributions required under this section
by separate benefit checks or other separate distribution to the Alternate
Payee(s).


RESTATEMENT JANUARY 1, 1999              54                  ARTICLE V (4-45670)

<PAGE>

ARTICLE VI

DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

      Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant
is determined as follows:

      (a)  RETIREMENT BENEFITS. The automatic form of retirement benefit for a
           Participant who does not die before his Annuity Starting Date shall
           be:

           (1)  The Qualified Joint and Survivor Annuity for a Participant
                who has a spouse.

           (2)  The Normal Form for a Participant who does not have a spouse.

      (b}  DEATH BENEFITS. The automatic form of death benefit for a Participant
           who dies before his Annuity Starting Date shall be:

           (1)  A Qualified Pre-retirement Survivor Annuity for a Participant
                who has a spouse to whom he has been continuously married
                throughout the one-year period ending on the date of his death.
                The spouse may elect to start receiving the death benefit on any
                first day of the month on or after the Participant dies and by
                the date the Participant would have been age 70 1/2. If the
                spouse dies before benefits start, the Participant's Vested
                Account, determined as of the date of the spouses death, shall
                be paid to the spouse's Beneficiary.

           (2)  A single-sum payment to the Participant's Beneficiary for a
                Participant who does not have a spouse who is entitled to a
                Qualified Pre-retirement Survivor Annuity.

           Before a death benefit will be paid on account of the death of a
           Participant who does not have a spouse who is entitled to a Qualified
           Pre-retirement Survivor Annuity, it must be established to the
           satisfaction of a plan representative that the Participant does not
           have such a spouse.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

      (a)  RETIREMENT BENEFITS. The optional forms of retirement benefit shall
           be the following: (i) 8 straight life annuity; (ii) single life
           annuities with certain periods of 5, 10 or 15 years; (iii) a single
           life annuity with installment refund; (iv) survivorship life
           annuities with installment refund and survivorship percentages of
           50%, 66 213% or 100%; (v) fixed period annuities for any period of
           whole months which is not less than SO and does not exceed the Life
           Expectancy, as defined in Article VII, of the Participant where the
           Life Expectancy is not recalculated; and (vi) a full flexibility
           option. A single sum payment is also available.

           The full flexibility option is an optional form of benefit under
           which the Participant receives a distribution each calendar year,
           beginning with the calendar year in which his Annuity Starting Date
           occurs. The Participant may eject the amount to be distributed each
           year (not less than



RESTATEMENT JANUARY 1,1999                 55              ARTICLE VI (4-45670)

<PAGE>

           $1,000). The amount payable in his first Distribution Calendar Year,
           as defined in Article VII, must satisfy the minimum distribution
           requirements of Article VII for such year. Distributions for later
           Distribution Calendar Years, as defined in Article VII, must satisfy
           the minimum distribution requirements of Article VII for such years.
           If the Participant's Annuity Starting Date does not occur until his
           second Distribution Calendar Year, as defined in Article VII, the
           amount payable for such year must satisfy the minimum distribution
           requirements of Article VII for both the first and second
           Distribution Calendar Years, as defined in Article VII.

           Election of an optional form is subject to the qualified election
           provisions of the ELECTION PROCEDURES SECTION of this article and the
           distribution requirements of Article VII.

           Any annuity contract distributed shall be nontransferable. The terms
           of any annuity contract purchased and distributed by the Plan to a
           Participant or spouse shall comply with the requirements of this
           Plan.

      (b). DEATH BENEFITS. The optional forms of death benefit are a single-sum
           payment and any annuity that is an optional form of retirement
           benefit. However, the full flexibility option shall not be available
           if the Beneficiary is not the spouse of the deceased Participant.

            Election of an optional form is subject to the qualified election
            provisions of the ELECTION PROCEDURES SECTION of this article and
            the distribution requirements of Article VII.

SECTION 6.03--ELECTION PROCEDURES.

      The Participant, Beneficiary, or spouse shall make any election under this
section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of id below.

       (a) RETIREMENT BENEFITS. A Participant may elect his Beneficiary or
           Contingent Annuitant and may elect to have retirement benefits
           distributed under any of the optional forms of retirement benefit
           available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this
           article.

      (b)  DEATH BENEFITS. A Participant may elect his Beneficiary and may elect
           to have death benefits distributed under any of the optional forms of
           death benefit available in.the OPTIONAL FORMS OF DISTRIBUTION SECTION
           of this article.

           If the Participant has not elected an optional form of distribution
           for the death benefit payable to his Beneficiary, the Beneficiary
           may. for his own benefit, elect the form of distribution, in like
           manner as a Participant.

           The Participant may waive the Qualified Pre-retirement Survivor
           Annuity by naming someone other than his spouse as Beneficiary.

           In lieu of the Qualified Pre-retirement Survivor Annuity described in
           the AUTOMATIC FORMS OF DISTRIBUTION SECTION of this article, the
           spouse may, for his own benefit, waive the Qualified Pre-retirement
           Survivor Annuity by electing to have the benefit distributed under
           any of the



RESTATEMENT JANUARY 1, 1999            56                  ARTICLE VI (4-45670)

<PAGE>

           optional forms of death benefit available in the OPTIONAL FORMS OF
           DISTRIBUTION SECTION of this article.

       (c) QUALIFIED ELECTION. The Participant, Beneficiary or spouse may make
           an election at any time during the election period. The Participant,
           Beneficiary, or spouse may revoke the election made (or make a new
           election) at any time and any number of times during the election
           period. An election is effective only if it meets the consent
           requirements below.

           (1)   ELECTION PERIOD FOR RETIREMENT BENEFITS. The election period as
                 to retirement benefits is the 90-day period ending on the
                 Annuity Starting Date. An election to waive the Qualified Joint
                 and Survivor Annuity may not be made before the date the
                 Participant is provided with the notice of the ability to waive
                 the Qualified Joint and Survivor Annuity. If the Participant
                 elects a full flexibility option, he may revoke his election at
                 any time before his first Distribution Calendar Year, as
                 defined in Article VII. When he elects to have benefits begin
                 again, he shall have a new Annuity Starting Date. His election
                 period for this election is the 90-day period ending on the
                 Annuity Starting Date for the optional form of retirement
                 benefit elected.

           (2)  ELECTION PERIOD FOR DEATH BENEFITS. A Participant may make an
                election as to death benefits at any time before he dies. The
                spouses election period begins on the date the Participant dies
                and ends on the date benefits begin. The Beneficiaries election
                period begins on the date the Participant dies and ends on the
                date benefits begin.

                An election to waive the Qualified Pre-retirement Survivor
                Annuity may not be made by the Participant before the date he is
                provided with the notice of the ability to waive the Qualified
                Pre-retirement Survivor Annuity. A Participant's election to
                waive the Qualified Pre-retirement Survivor Annuity which is
                made before the first day of the Plan Year in which he reaches
                age 35 shall become invalid on such date- An election made by a
                Participant after he ceases to be an Employee will not become
                invalid on the first day of the Plan Year in which he reaches
                age 35 with respect to death benefits from that part of his
                Account resulting from Contributions made before he ceased to be
                an Employee.

           (3)  CONSENT TO ELECTION. If the Participant's Vested Account exceeds
                $5,000, any benefit which is (i) immediately distributable or
                (ii) payable in a form other than a Qualified Joint and Survivor
                Annuity or a Qualified Pre-retirement Survivor Annuity, requires
                the consent of the Participant and the Participant's spouse (or
                where either the Participant or the spouse has died, the
                survivor). Such consent shall also be required if the
                Participant's Vested Account at the time of any prior
                distribution exceeded $6,000. The rule in the preceding sentence
                shall not apply effective October 17, 2000. However, consent
                will still be required if the Participant had previously had an
                Annuity Starting Date with respect to any portion of such Vested
                Account.

                The consent of the Participant or spouse to a benefit which is
                immediately distributable must not be made before the date the
                Participant or spouse is provided with the notice of the ability
                to defer the distribution. Such consent shall be made in
                writing.



RESTATEMENT JANUARY 1,1999              67                  ARTICLE VI (4-45670)

<PAGE>

                The consent shall not be made more than 90 days before the
                Annuity Starting Date. Spousal consent is not required for a
                benefit which is immediately distributable in a Qualified Joint
                and Survivor Annuity. Furthermore, if spousal consent is not
                required because the Participant is electing an optional form of
                retirement benefit that is not a life annuity pursuant to (d)
                below, only the Participant need consent to the distribution of
                a benefit payable in a form that is not a life annuity and which
                is immediately distributable. Neither the consent of the
                Participant nor the Participant's spouse shall be required to
                the extent that a distribution is required to satisfy Code
                Section 401 (a)(9) or Code Section 415.

                In addition, upon termination of this Plan, if the Plan does not
                offer an annuity option (purchased from a commercial provider),
                and if the Employer (or any entity within the same Controlled
                Group) does not maintain another defined contribution plan
                (other than an employee stock ownership plan as defined in Code
                Section 4975(e)(7)), the Participant's Account balance will,
                without the Participant's consent, be distributed to the
                Participant. However, if any entity within the same Controlled
                Group maintains another defined contribution plan (other than an
                employee stock ownership plan as defined in Code Section
                4975(e)l7)) then the Participant's Account will be transferred,
                without the Participant's consent, to the other plan if the
                Participant does not consent to an immediate distribution.

                A benefit is immediately distributable if any part of the
                benefit could be distributed to the Participant (or surviving
                spouse) before the Participant attains (or would have attained
                if not deceased) the older of Normal Retirement Age or age 62.

                If the Qualified Joint and Survivor Annuity is waived, the
                spouse has the right to limit consent only to a specific
                Beneficiary or a specific form of benefit. The spouse can
                relinquish one or both such rights. Such consent shall be made
                in writing. The consent shall not be made more than 90 days
                before the Annuity Starting Date.

                If the Qualified Pre-retirement Survivor Annuity is waived, the
                spouse has the right to limit consent only to a specific
                Beneficiary. Such consent shall be in writing. The spouse's
                consent shall be witnessed by a plan representative or notary
                public. The spouse's consent must acknowledge the effect of the
                election, including that the spouse had the right to limit
                consent only to a specific Beneficiary or a specific form of
                benefit, if applicable< and that the relinquishment of one or>
                both such rights was voluntary. Unless the consent of the spouse
                expressly permits designations by the Participant without a
                requirement of further consent by the spouse, the spouse's
                consent must be limited to the form of benefit, if applicable,
                and the Beneficiary (including any Contingent Annuitant), class
                of Beneficiaries, or contingent Beneficiary named in the
                election.

                Spousal consent is not required, however, if the Participant
                establishes to the satisfaction of the plan representative that
                the consent of the spouse cannot be obtained because there is no
                spouse or the spouse cannot be located. A spouse's consent under
                this paragraph shall not be valid with respect to any other
                spouse. A Participant may revoke a prior election without the
                consent of the spouse. Any new election will require a new
                spousal consent, unless the consent of the spouse expressly
                permits such election by the Participant without further consent
                by the spouse. A spouse's consent may be revoked at any time
                within the Participant's election period.



RESTATEMENT JANUARY 1,1999               58                 ARTICLE VI (4-46670)

<PAGE>

       (d)  SPECIAL RULE FOR PROFIT SHARING PLANS. This subparagraph (d) applies
            if the Plan is not a direct or indirect transferee after December
            31, 1984, of a defined benefit plan, money purchase plan (including
            a target plan), stock bonus or profit sharing plan which is subject
            to the survivor annuity requirements of Code Sections 401(a) and
            417. If the above condition is met, spousal consent is not required
            for electing an optional form of retirement benefit that is not a
            life annuity. If such condition is not met, such consent
            requirements shall be operative.

SECTION 6.04--NOTI6E REQUIREMENTS.

      (a)  OPTIONAL FORMS OF RETIREMENT BENEFIT AND RIGHT TO DEFER. The Plan
           Administrator shall furnish to the Participant and the Participant's
           spouse a written explanation, of the optional forms of retirement
           benefit in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this
           article, including the material features and relative values of these
           options, in a manner that would satisfy the notice requirements of
           Code Section 417(a)(3) and the right of the Participant and the
           Participant's spouse to defer distribution until the benefit is no
           longer immediately distributable.

           The Plan Administrator shall furnish the written explanation by a
           method reasonably calculated to reach the attention of the
           Participant and the Participant's spouse no less than 30 days, and no
           more than 90 days. before the Annuity Starting Date.

           The Participant (and spouse~ if applicable) may waive the 30-day
           election period if the distribution of the elected form of retirement
           benefit begins more than 7 days after the Plan Administrator provides
           the Participant (and spouse, if applicable) the written explanation
           provided that: 0) the Participant has been provided with information
           that clearly indicates that the Participant has at least 30 days to
           consider the decision of whether or not to elect a distribution and a
           particular distribution option, (ii) the Participant is permitted to
           revoke any affirmative distribution election at least until the
           Annuity Starting Date or, if later, at any time prior to the
           expiration of the 7-day period that begins the day after the
           explanation is provided to the Participant, and (iii) the Annuity
           Starting Date is a date after the date that the written explanation
           was provided to the Participant.

       (b) QUALIFIED JOINT AND SURVIVOR ANNUITY. The Plan Administrator shall
           furnish to the Participant a written explanation of the following:
           the terms and conditions of the Qualified Joint and Survivor Annuity;
           the Participant's right to make, and the effect of, an election to
           waive the Qualified Joint and Survivor Annuity; the rights of the
           Participant's spouse; and the right to revoke an election and the
           effect of such a revocation.

           The Plan Administrator shall furnish the written explanation by a
           method reasonably calculated to reach the attention of the
           Participant no less than 30 days, and no more than 90 days, before
           the Annuity Starting Date.

           The Participant (and spouse, if applicable) may waive the 30-day
           election period if the distribution of the elected form of retirement
           benefit begins more than 7 days after the Plan Administrator provides
           the Participant (and spouse, if applicable) the written explanation
           provided that: C') the Participant has been provided with information
           that clearly indicates that the Participant has at least 30 days to
           consider whether to waive the Qualified Joint and Survivor Annuity
           and elect (with spousal consent, if applicable) a form of
           distribution other than a Qualified Joint and Survivor Annuity, (ii)
           the Participant is permitted to revoke any affirmative distribution
           election at least until the Annuity Starting Date or, if later, at
           any time prior to the expiration of the 7-day




RESTATEMENT JANUARY 1, 1999                  59             ARTICLE VI (4-45670)

<PAGE>

           period that begins the day after the explanation of the Qualified
           Joint and Survivor Annuity is provided to the Participant, and (iii)
           the Annuity Starting Date is a date after the dale that the written
           explanation was provided to the Participant.

           After the written explanation is given, a Participant or spouse may
           make a written request for additional information. The written
           explanation must be personally delivered or mailed (first class mail,
           postage prepaid) to the Participant or spouse within 30 days from the
           date of the written request. The Plan Administrator does not need to
           comply with more than one such request by a Participant or spouse.

           The Plan Administrator's explanation shall be written in
           non-technical language and will explain the terms and conditions of
           the Qualified Joint and Survivor Annuity and the financial effect
           upon the Participant's benefit (in terms of dollars per benefit
           payment) of electing not to have benefits distributed in accordance
           with the Qualified Joint and Survivor Annuity.

      Cc)  QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. The Plan Administrator
           shall furnish to the Participant a written explanation of the
           following: the terms and conditions of the Qualified Pre-retirement
           Survivor Annuity: the Participant's right to make, and the' effect
           of, an election to waive the Qualified Pre-retirement Survivor
           Annuity; the rights of the Participant's spouse; and the right to
           revoke an election and the effect of such a revocation.

           The Plan Administrator shall furnish the written explanation by a
           method reasonably calculated to reach the attention of the
           Participant within the applicable period. The applicable period for a
           Participant is whichever of the following periods ends last:

           (1)  the period beginning one year before the date the individual
                becomes a Participant and ending one year after such date; or

           (2)  the period beginning one year before the date the Participant's
                spouse is first entitled to a Qualified Pre-retirement Survivor
                Annuity and ending one year after such date.

           If such notice is given before 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, an additional notice shall be
           given within such period. If a Participant ceases to be an Employee
           before attaining age 35, an additional notice shall be given within
           the period beginning one year before the date he ceases to be an
           Employee and ending one year after such date.

           After the written explanation is given, a Participant or spouse may
           make a written request for additional information. The written
           explanation must be personally delivered or mailed (first class mail,
           postage prepaid) to the Participant or spouse within 30 days from the
           date of the written request. The Plan Administrator does not need to
           comply with more than one such request by a Participant or spouse.

           The Plan Administrator's explanation shall be written in
           non-technical language and will explain the terms and conditions of
           the Qualified Pre-retirement Survivor Annuity and the financial
           effect upon the spouse's benefit (in terms of dollars per benefit
           payment) of electing not to have benefits distributed in accordance
           with the Qualified Pre-retirement Survivor Annuity.



RESTATEMENT JANUARY 1, 1999              60                ARTICLE VI (4-45670)


<PAGE>

ARTICLE VII

DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION.

      The optional forms of distribution are only those provided in Article VI.
An optional form of distribution shall not be permitted unless it meets the
requirements of this article. The timing of any distribution must meet the
requirements of this article.

SECTION 7.02--DEFINITIONS.

      For purposes of this article, the following terms are defined:

      Applicable Life Expectancy means Life Expectancy (or Joint and Last
      Survivor Expectancy) calculated using the attained age of the Participant
      br 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 so recalculated. The
      applicable calendar year shall be the first Distribution Calendar Year,
      and if Life Expectancy is being recalculated, such succeeding calendar
      year.

      Designated Beneficiary means the individual who is designated as the
      beneficiary under the Plan in accordance with Code Section 401 (a)(9) and
      the regulations there under.

      Distribution Calendar Year means a calendar year for which a minimum
      distribution is required. For distributions beginning before the
      Participant's death, the first Distribution Calendar Year is the calendar
      year immediately preceding the calendar year which contains the
      Participant's Required Beginning Date. For distributions beginning after
      the Participant's death, the first Distribution Calendar Year is the
      calendar year in which distributions are required to begin pursuant to
      DISTRIBUTION REQUIREMENTS SECTION of this article.

      5-percent Owner means a 5-percent owner as defined in Code Section 416. A
      Participant is treated as a 5-percent Owner for purposes of this article
      if such Participant is a 5-percent Owner at any time during the Plan Year
      ending with or within the calendar year in which such owner attains age 70
      112.

      In addition, a Participant is treated as a 5-percent Owner for purposes of
      this article if such Participant becomes a 5-percent Owner in a later Plan
      Year. Such Participant's Required Beginning Date shall not be later than
      the April 1 of the calendar year following the calendar year in which such
      later Plan Year ends.

      Once distributions have begun to a 5-percent Owner under this article,
      they must continue to be distributed, even if the Participant ceases to be
      a 5-percent Owner in a subsequent year.

      Joint and Last Survivor Expectancy means joint and last survivor
      expectancy computed using the expected return multiples in Table VI of
      section 1.72-9 of the Income Tax Regulations.


RESTATEMENT JANUARY 1, 1999              61                ARTICLE VII (4-45670)

<PAGE>

      Unless otherwise elected by the Participant by the time distributions are
      required to begin, life expectancies shall be recalculated annually. Such
      election shall be irrevocable as to the Participant and shall apply to all
      subsequent years. The life expectancy of a non-spouse Beneficiary may not
      be recalculated.

      Life Expectancy means life expectancy computed using the expected return
      multiples in Table V of section 1.72-9 of the Income Tax Regulations.

      Unless otherwise elected by the Participant (or spouse, in the case of
      distributions described in (e)(2)(ii) of the DISTRIBUTION REQUIREMENTS
      SECTION of this article) by the time distributions are required to begin,
      life expectancy shall be recalculated annually. 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.

      Participant's Benefit means:

      (a)  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 the dates in the
           valuation calendar year after the Valuation Date and decreased by
           distributions made in the valuation calendar year after the Valuation
           Date.

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

      Required Beginning Date means, for a Participant who is a 5-percent Owner,
      the April 1 of the calendar year following the calendar year in which he
      attains age 70 112.

      Required Beginning Date means, for any Participant who is not a 5-percent
      Owner, the April 1 of the calendar year following the later of the
      calendar year in which he attains age 70 1/2 or the calendar year in which
      he retires.

      The pre-retirement age 70 1/2 distribution option is only eliminated with
      respect to Participants who reach age 70 1/2 in or after a calendar year
      that begins after the later of December 31, 1998, or the adoption date of
      the amendment which eliminated such option. The pre-retirement age 70 1/2
      distribution is an optional form of benefit under which benefits payable
      in a particular distribution form (including any modifications that may be
      elected after benefits begin) begin at a time during the period that
      begins on or after January 1 of the calendar year in which the Participant
      attains age 70 1/2 and ends April 1 of the immediately following calendar
      year.

      The options available for Participants who are not 5-percent Owners and
      attained age 70 1/2 in calendar years before the calendar year that begins
      after the later of December 31, 1998, or the adoption date of the
      amendment which eliminated the pre-retirement age 70 1/2 distribution
      shall be the following. Any such Participant attaining age 70 1/2 in years
      after 1995 may elect by April 1 of the calendar year following the
      calendar year in which he- attained age 70 1/2 (or by December 31,



RESTATEMENT JANUARY 1, 1999             62                 ARTICLE VII (4-45670)


<PAGE>

           1997 in the case of a Participant attaining age 70 1/2 in 1996) to
           defer distributions until the calendar year following the calendar
           year in which he retires. Any such Participant attaining age 70 1/2
           in years prior to 1997 may elect to stop distributions which are not
           purchased annuities and recommence by the April 1 of the calendar
           year following the year in which he retires. There shall be a new
           Annuity Starting Date upon recommencement.

SECTION 7.03--DISTRIBUTION REQUIREMENTS.

       (a)  GENERAL RULES.

            (1)  Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of
                 Article VI, joint and survivor annuity requirements, the
                 requirements of this article shall apply to any distribution of
                 a Participant's interest and shall take precedence over any
                 inconsistent provisions of this Plan. Unless otherwise
                 specified, the provisions of this article apply to calendar
                 years beginning after December 31, 1984.

            (2)  All distributions required under this article shall be
                 determined and made in accordance with the proposed regulations
                 under Code Section 401(a)(9). including the minimum
                 distribution incidental benefit requirement of section 1.401
                 (a)(9)-2 of the proposed -regulations.

            (3)  With respect to distributions under the Plan made for calendar
                 years beginning on or after January 1, 2001 (January 1 of the
                 calendar year in which these provisions were first adopted, if
                 later), the Plan will apply the minimum distribution
                 requirements of Code Section 401 (a)(9) in accordance with the
                 regulations under Code Section 401 (a)(9) that were proposed on
                 January 17, 2001, notwithstanding any provision of the PlanAo
                 the contrary. These provisions shall continue in effect until
                 the end of the last calendar year beginning before the
                 effective date of final regulations under Code Section 401
                 (a){9) or such other date as may be specified in guidance
                 published by the Internal Revenue Service.

       (b)  REQUIRED BEGINNING DATE. The entire interest of a Participant must
            be distributed or begin to be distributed no later than the
            Participant's Required Beginning Date.

       (c)  LIMITS ON DISTRIBUTION PERIODS. As of the first Distribution
            Calendar Year, distributions, if not made in a single sum, may only
            be made over one of the following periods (or combination thereof):

            (1)  the life of the Participant,

            (2)  the life of the Participant and a Designated Beneficiary,

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

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


RESTATEMENT JANUARY 1, 1999               63               ARTICLE VII (4-45670)

<PAGE>

       (d)  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:

            (1)  INDIVIDUAL ACCOUNT.


                     A.    a period not extending beyond the Life Expectancy
                           of the Participant or the Joint Life and Last
                           Survivor Expectancy of the Participant and the
                           Participant's Designated Beneficiary, or

                     B.    a period not extending  beyond the Life  Expectancy
                           of the Designated Beneficiary,

                     the amount required to be distributed for each calendar
                     year beginning with the distributions for the first
                     Distribution Calendar Year, must be at least equal to the
                     quotient obtained by dividing the Participant's Benefit by
                     the Applicable Life Expectancy.

               (ii)  For calendar years beginning before January 1, 1 989, if
                     the Participant's spouse is not the Designated Beneficiary,
                     the method of distribution selected must assure that at
                     least 50 percent of the present value of the amount
                     available for distribution is paid within the Life
                     Expectancy of the Participant.

               (iii) For calendar years beginning after December 3.1, 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:

                     A.    the Applicable Life Expectancy, or

                     B.    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 regulations.

                     Distributions after the death of the Participant shall be
                     distributed using the Applicable Life Expectancy in C1)(i)
                     above as the relevant divisor without regard to section
                     1.401 (a)(9)-2 of the proposed regulations.

               (iv)  The minimum distribution required for the Participant's
                     first Distribution Calendar Year must be made on or before
                     the Participant's Required Beginning Date. The minimum
                     distribution for other calendar years, including the
                     minimum distribution for -the Distribution Calendar Year in
                     which the Participant's Required Beginning Date occurs,
                     must, be made on or before December31 of that Distribution
                     Calendar Year.


                (v)

RESTATEMENT JANUARY 1, 1999              64                ARTICLE VII (4-45670)

<PAGE>

            (2)  OTHER FORMS. If the Participant's Benefit is distributed in the
                 form of an annuity purchased from an insurance company,
                 distributions there under shall be made in accordance with the
                 requirements of Code Section 401 (S) and the proposed
                 regulations there under.

       (e) DEATH DISTRIBUTION PROVISIONS.

            (1)  DISTRIBUTION BEGINNING BEFORE DEATH, If the Participant dies
                 after distribution, of his interest has begun, the remaining
                 portion of such interest will continue to be distributed at
                 least as rapidly as under the method of distribution being used
                 prior to the Participant's death.

            (2)  DISTRIBUTION BEGINNING AFTER DEATH

                 (i) If the Participant dies before distribution of his interest
                     begins, distribution of the Participant's 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 A or B below:

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

                     B.    if the Designated Beneficiary is the Participant's
                           surviving spouse, the date distributions are required
                           to begin in accordance with A above shall not be
                           earlier than the later of:

                           1.   December 31 of the calendar year immediately
                                following the calendar year in which the
                                Participant died, or

                           2.   December 31 of the calendar  year in which the
                                Participant would have attained age 70 1/2.

               (ii)   If the Participant has not made an election pursuant to
                      this Ce)(2) by the time of his death, the Participant's
                      Designated Beneficiary must elect the method of
                      distribution no later than the earlier of:

                      A.  December 31 of the calendar year in which
                          distributions would be required to begin under this
                          subparagraph, or

                      B.  December 31 of the calendar year which contains the
                          fifth anniversary of the date of death of the
                          Participant.

               (iii)  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.


RESTATEMENT JANUARY 1, 1999            65                  ARTICLE VII (4.45670)

<PAGE>

            (3)  For purposes of (eH2) above, if the surviving spouse dies after
                 the Participant, but befo~e payments to such spouse begin, the
                 provisions of (e)(2) above, with the exception of (e)(2)(i}(B)
                 therein, shall be applied as if the surviving spouse were the
                 Participant.

            (4)  For purposes of this (e), distribution of a Participant's
                 interest is considered to begin on the Participant's Required
                 Beginning Date (or if (el(S) above is applicable, the date
                 distribution is required to begin to the surviving spouse
                 pursuant to (e)(2) above). If distribution in the form of an
                 annuity irrevocably begins to the Participant before the
                 Required Beginning Date, the date distribution is considered to
                 begin is the date distribution actually begins.



RESTATEMENT JANUARY 1,1999               66               ARTICLE VII (4-45670)

<PAGE>

ARTICLE VIII

TERMINATION OF THE PLAN

      The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions
constitutes complete termination of the Plan.

      The Account of each Participant shall be fully (100%) vested and
non-forfeitable as of the effective date of complete termination of the Plan.
The Account of each Participant who is included in the group of Participants
deemed to be affected by the partial termination of the Plan shall be fully
(100%) vested and non-forfeitable as of the effective date of the partial
termination of the Plan. The Participant's Account shall continue to participate
in the earnings credited, expenses charged, and any appreciation or depreciation
of the Investment Fund until his Vested Account is distributed.

      A Participant's Account which does not result from the Contributions
listed below may be distributed to the Participant after the effective date of
the complete termination of the Plan:

      Elective Deferral Contributions
      Qualified Non-elective Contributions

A Participant's Account resulting from such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Employer nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an employer stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

      The Participant's entire Vested Account shall be paid in a single sum to
the Participant as of the effective date of complete termination of the Plan if
(i) the requirements for distribution of Elective Deferral Contributions in the
above paragraph are met and (ii) consent of the Participant is not required in
the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit which is
immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.

      Upon complete termination of the Plan, no more Employees shall become
Participants and no more Contributions shall be made.

      The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.



RESTATEMENT JANUARY 1, 1999              67              ARTICLE VIII (4-45670)

<PAGE>

ARTICLE IX

ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

      Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Participant, Beneficiary, spouse or Contingent Annuitant may become entitled.
The Plan Administrator's decisions upon all matters within the scope of its
authority shall be final.

      Unless otherwise set out in the Plan or Annuity Contract, the Plan
Administrator may delegate record keeping and other duties which are necessary
for the administration of the Plan to any person on firm which agrees to accept
such duties. The Plan Administrator~ shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

      The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures to be followed by Claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.

SECTION 9.02--EXPENSES.

      Expenses of the Plan, to the extent that the Employer does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are not limited to,
expenses for bonding required by ERISA; expenses for record keeping and other
administrative services;, fees and expenses of the Trustee or Annuity Contract;
expenses for investment education service:
and direct costs that the Employer incurs with respect to the Plan.

SECTION 9.03--RECORDS.

      All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

      Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.


RESTATEMENT JANUARY 1,1999              68                 ARTICLE IX (4-45670)


<PAGE>

SECTION 9.04--INFORMATION AVAILABLE.

      Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 9.05--CLAIM AND APPEAL PROCEDURES.

      A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

      If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no Iatqr than 180 days after the date the
claim was received by the Plan Administrator.

      The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrators notice of denial of benefits and that failure to make the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

      If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant must be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.

SECTION 9.06--DELEGATION OF AUTHORITY.

      All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.



RESTATEMENT JANUARY 1,1999               69                 ARTICLE IX (4-45670)

<PAGE>

SECTION 9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

      The Employer, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under EPISA. This discretionary authority includes, but is not
limited to, the authority to make any and all factual determinations and
interpret all terms `and provisions of the Plan docurhents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law; and will not be overturned or set
aside by any court of law unless found to be arbitrary and capricious or made in
bad faith.

SECTION 9.08--VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.

      The Trustee will have the voting rights for Qualifying Employer
Securities. Before each meeting of shareholders, the Employer shall cause to be
sent to each person with power to control such voting rights a copy of any
notice and any other information provided to shareholders and, if applicable, a
form for instructing the Trustee how to vote at such meeting (or any adjournment
thereof) the number of full and fractional shares subject to such person's
voting control. The Trustee .may establish a deadline in advance of the meeting
by which such forms must be received in order to be effective.

      Tender rights or exchange offers for Qualifying Employer Securities will
be passed through to Participants. As soon as practicable after the commencement
of a tender or exchange offer for Qualifying Employer Securities, the Employer
shall cause each person with power to control the response to such tender or
exchange offer to be advised in writing the terms of the offer and, if
applicable, to be provided with a form for instructing the Trustee, or for
revoking such instruction, to tender or exchange shares of Qualifying Employer
Securities, to the extent permitted under the terms of such offer. In advising
such persons of the terms of the offer, the Employer may include statements from
the board of directors setting forth its position with respect to the offer.

      If some or all of the Participants have not directed or have not timely
directed the Trustee on how to tender, then the Trustee shall tender such
Qualifying Employer Securities in the same proportion as those shares of
Qualifying Employer Securities for which the Trustee has received proper
direction for such matter.

      If the tender or exchange offer is limited so that all of the share that
the Trustee has been directed to tender or exchange cannot be sold or exchanged,
the shares that each Participant directed to be tendered or exchanged shall be
deemed to have been sold or exchanged in the same ratio that the number of
shares actually sold or exchanged bears to the total number of shares that the
Trustee was directed to tender or exchange.

      The Trustee shall hold the Participant's individual directions with
respect to voting rights in confidence and, except as required by law, shall not
divulge or release such individual directions to anyone associated with the
Employer. The Employer may require verification of the Trustee's compliance with
the directions received from Participants by any independent auditor selected by
the Employer, provided that such auditor agrees to maintain the confidentiality
of such individual directions.

      The Employer may develop procedures to facilitate the exercise of tender
rights such as the use of facsimile transmissions for the Participants located
in physically remote areas.


RESTATEMENT JANUARY 1, 1999              70                 ARTICLE IX (4-45670)

<PAGE>

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

      The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the time specified by Internal Revenue Service
regulations), to comply with any law or regulation issued by any governmental
agency to which the Plan is subject.

      An amendment may not diminish or adversely affect any accrued interest or.
benefit of Participants or their Beneficiaries or eliminate an optional form of
distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time, except as may be required to comply with any law or regulation issued by
any governmental agency to which the Plan is subject.

      No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participants accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 41 2(c)(8).
For purposes of this paragraph, a Plan amendment which has the effect of
decreasing a Participant's Account or eliminating an optional form of benefit,
with respect to benefits attributable to service before the amendment shall be
treated as reducing, an accrued benefit. Furthermore, if the vesting schedule of
the Plan is amended, in the case of an Employee who is a Participant as of the
later of the date. such amendment is adopted or the date it becomes effective,
the non-forfeitable percentage (determined as of such date) of such Employees
right to his employer-derived accrued benefit shall not be less than his
percentage computed under the Plan without regard to such amendment.

      If, as a result of an amendment, an Employer Contribution is removed that
is not 100% immediately vested when made, the applicable vesting schedule shall
remain in effect after the date of such amendment. The Participant shall not
`become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

      An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is non-forfeitable (whether directly or
indirectly), each Participant or former Participant

      (a)  who has completed at least three Years of Service on the date the
           election period described below ends (five Years of Service if the
           Participant does not have at least one Hour-of-Service in a Plan Year
           beginning after December 31, 1988) and

      (b)  whose  non-forfeitable  percentage  will be  determined  on any date
           after the date of the change

may elect, during the election period, to have the non-forfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. If after the Plan is
changed, the Participant's non-forfeitable percentage will at all times be as
great as it would have been if the change had not been made, no election needs
to be provided. The election period shall begin


RESTATEMENT JANUARY 1,1999              71                   ARTICLE X (4-45670)

<PAGE>

no later than the date the Plan amendment is adopted, or deemed adopted in the
case of a change in the top-heavy status of the Plan, and end no earlier than
the 60th day after the latest of the date the amendment is adopted (deemed
adopted) or becomes effective, or the date the Participant is issued written
notice of the amendment (deemed amendment) by the Employer or the Plan
Administrator.

SECTION 10.02--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.

      Any distributions made under the SMALL AMOUNTS SECTION of this article (or
which are small amounts payments made under Article VIII at complete termination
of the Plan) which are Eligible Rollover Distributions and for which the
Distributee has not elected to either have such distribution paid to him or to
an Eligible Retirement Plan shall be paid to the Distributee.


SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

      The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401 (a), including an elective transfer, and may
accept the direct transfer of plant assets, or may transfer plan assets, as a
party to any such agreement. The Employer shall not consent to, or be a party to
a merger, consolidation, or transfer of assets with a defined benefit plan if
such action would result in a defined benefit feature being maintained under
this Plan.

      Notwithstanding any provision of the Plan to the contrary, to the extent
any optional form of benefit under the Plan permits a distribution prior to the
Employee's retirement, death, disability, or severance from employment, and
prior to plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the' meaning of Code
Section 41 4(l), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).

      The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee, until the time he meets all of the requirements to become
an Active Participant.

      The Plan shall hold, administer, and distribute the transferred assets as
a part of the Plan. The Plan shall maintain a separate account for the benefit
of the Employee on whose behalf the Plan accepted the transfer in order to
reflect the value of the transferred assets.



RESTATEMENT JANUARY 1, 1999              72                 ARTICLE X (4-45670)

<PAGE>

       Unless a transfer of assets to the Plan is an elective transfer, the Plan
shall apply the optional forms of benefit protections described in the
AMENDMENTS SECTION of this article to all transferred assets.

       A transfer is elective if: (i) the transfer is voluntary, under a fully
informed election by the Participant; (ii). the Participant has an alternative
that retains his Code Section 41 1(dH6) protected benefits (including an option
to leave his benefit in the transferor plan, if that plan is not terminating);
(iii) if the transferor planis subject to Code Sections 401 (a)(1 1) and 417,
the transfer satisfies the applicable spousal consent requirements of the Code;
(iv) the notice requirements under Code Section 417, requiring a written
explanation with respect to an election not to receive benefits in the form of a
qualified joint and survivor annuity, are met with respect to the Participant
and spousal transfer election; (v) the Participant has a right to immediate
distribution from the transferor plan under provisions in the plan not
inconsistent with Code Section 401 (a); (vi) the transferred benefit is equal to
the Participant's entire non-forfeitable accrued benefit under the transferor
plan, calculated to be at least the greater of the single sum distribution
provided by the transferor plan (if any) or the present value of the
`Participant's accrued benefit under the transferor plan payable at the plan's
normal retirement age and calculated using an interest rate subject to the
restrictions of Code Section 41 7(e) and subject to the overall limitations of
Code `Section 415; (vii) the Participant has a 100% non-forfeitable interest in
othe transferred benefit; and (viii) the transfer otherwise satisfies applicable
Treasury regulations.

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

       The obligations of an Insurer shall be governed solely by the provisions
of the Annuity Contract. The Insurer shall not be required to perform any act
not provided in or contrary to the provisions of the Annuity Contract. Each
Annuity Contract when purchased shall comply with the Plan.
See the CONSTRUCTION SECTION of this artic[e.]

       Any issuer or' distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee with regard to such investment contracts or securities.

       Such Insurer, issuer or distributor is not a party to the Plan, nor bound
in any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner on to make any contract or agreement.

       Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office on an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05--EMPLOYMENT STATUS.

      Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.



RESTATEMENT JANUARY 1, 1999              73                 ARTICLE X (4-45670)

<PAGE>

SECTION 10.06--RIGHTS TO PLAN ASSETS.

       An Employee shall not have any right to or interest in any assets of the
Plan upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits~ payable to such
Employee according to the Plan provisions.

       Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Insurer, the Trustee, and the Employer arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

       Each Participant may name a Beneficiary to receive any death benefit
(other than any income payable to a Contingent Annuitant) that may arise out of
his participation in the Plan. The Participant may change his Beneficiary from
time to time. Unless a qualified election has been made, for purposes of
distributing any death benefits before the Participant's Retirement Date, the
Beneficiary of a Participant who has a spouse who is entitled to a Qualified
Survivor Annuity shall be the Participant's spouse. The Participant's
Beneficiary designation' and any change of Beneficiary shall be subject to the
provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the
responsibility of the Participant to give written notice to the Insurer of the
name of the Beneficiary on. a form furnished for that purpose.

       With the Employer's consent, the Plan Administrator may maintain records
of Beneficiary designations for Participants before their Retirement Dates. In
that event, the written designations made by Participants shall be filed with
the Plan Administrator. If a Participant dies before his Retirement Date, the
Plan Administrator shall certify to the Insurer the Beneficiary designation on
its records for the Participant.

       If there is no Beneficiary named or surviving when a Participant dies,
the Participant's Beneficiary shall be the Participant's surviving spouse, or
where there is no surviving spouse, the executor or administrator of the
Participant's estate.

SECTION 1O.06--NONALIENATION OF BENEFITS.

       Benefits payable under the Plan are not subject to the claims of any
creditor of `any Participant, Beneficiary, spouse or Contingent Annuitant. A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber, or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order,
as defined in Code Section 414(p), or any domestic relations order entered
before January 1, 1985. The preceding sentences shall not apply to any offset of
a Participant's benefits provided under the Plan against an amount the
Participant is required to pay the Plan with respect to a judgment. order, or
decree issued, or a settlement entered into, on or after August 5, 1997, which
meets the requirements of Code Sections 401 (a)(1 3)(C) or (D).



RESTATEMENT JANUARY 1, 1999           74                    ARTICLE X (4-45670)


<PAGE>

SECTION 10.09--CONSTRUCTION.

      The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which the Employer has its principal office. In case
any' provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

      In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.

SECTION 10.10--LEGAL ACTIONS.

      No person employed by the Employer, no Participant, former Participant, or
their Beneficiaries, or any other person having or claiming to have an interest
in the Plan is entitled to any notice of process. A final judgment entered in
any such action or proceeding shall be binding and conclusive on all persons
having or claiming to have an interest in the Plan.

SECTION 10.11--SMALL AMOUNTS.

      If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Employee for any other reason. For purposes of this .section, if the
Participant's Vested Account is zero, the Participant shall be deemed to have
received a distribution of such Vested Account. If a Participant would have
received a distribution under the first sentence of this paragraph but for the
fact that the Participant's consent was needed to distribute a benefit which is
immediately distributable, and if at a later time consent would not be needed to
distribute a benefit which is immediately distributable and such Participant has
not again become an Employee, such Vested Account shaft be paid in a single sum.
This is a small amounts payment.

      If a small amounts payment is made as of the date the Participant dies,
the small amounts payment shall be made to the Participant's Beneficiary (spouse
it the death benefit is payable to the spouse). If a small amounts payment is
made while the Participant is living, the small amounts payment shall be made to
the Participant. The small amounts payment is in full settlement of benefits
otherwise payable.

      No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

      The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words, as used in this Plan, may include the plural,
unless the context indicates otherwise.

      The words in writing and written, where used in this Plan, shall include
any other forms, such as voice response or other electronic system, as permitted
by any governmental agency to which the Plan is subject.



RESTATEMENT JANUARY 1. 1999               75                ARTICLE X (4.45670)


<PAGE>

SECTION 10.13--CHANGE IN SERVICE METHOD.

       (a) CHANGE OF SERVICE METHOD UNDER THIS PLAN. If this Plan is amended to
           change the method of crediting service from the elapsed time method
           to the hours method for any purpose under this Plan, the Employee's
           service shall be equal to the sum of (1), (2), and (3) below:

            (1)  The number of whole years of service credited to the Employee
                 under the Plan as of the date the change is effective.

            (2)  One year of service for the applicable computation period in
                 which the change is effective if he is credited with the
                 required number of Hours-of-Service. If the Employer does not
                 have sufficient records to determine the Employee's actual
                 Hours-of-Service in that part of the service period before the
                 effective date of the change, the Hours-of-Service shall be
                 determined using an equivalency. For any month in which he
                 would be required to be credited with one Hour-of-Service, the
                 Employee shall be deemed for purposes of this section to be
                 credited with ISO Hours-of-Service.

            (3)  The Employee's service determined under this Plan using the
                 hours method after the end of the computation period in which
                 the change in service method was effective.

           If this Plan is amended to change the method of crediting service
           from the hours method to the elapsed time method for any purpose
           under this Plan, the Employee's service shall be equal to the sum of
           (4), 16), and 16) below:

           (4)  The number of whole years of service credited to the Employee
                under the Plan as of the beginning of the computation period in
                which the change in service method is effective.

           (5)  the greater of (i) the service that would be credited to the
                Employee for that entire computation period using the elapsed
                time method or (ii) the service credited to him under the Plan
                as of the date the change is effective.

           (6)  The Employee's service determined under this Plan using the
                elapsed time method after the end of the applicable computation
                period in which the change in service method was effective.

      (b)  TRANSFERS BETWEEN PLANS WITH DIFFERENT SERVICE METHODS. If an
           Employee has been a participant in another plan of the Employer which
           credited service under the elapsed time method for any purpose which
           under this Plan is determined using the hours method, then the
           Employee's service shall be equal to the sum of (1), (2), and (3)
           below:

           (1)  The number of whole years of service credited to the Employee
                under the plan as of the date he became an Eligible Employee
                under this Plan.

           (2)  One year of service for the applicable computation period in
                which he became an Eligible Employee if he is credited with the
                required number of Hours-of-Service. If the Employer does not
                have sufficient records to determine the Employee's actual
                Hours-of-Service in that part of the service period before the
                date he became an Eligible Employee, the Hours-of-Service shall
                be determined using an equivalency. For any month in which he
                would be



RESTATEMENT JANUARY 1, 1999              76                  ARTICLE X (4-45670)

<PAGE>

                required to be credited with one Hour-of-Service, the Employee
                shall be deemed for purposes of this section to be credited with
                190 Hours-of-Service.

           (3)  The Employee's service determined under this Plan using the
                hours method after the end of the computation period in which he
                became an Eligible Employee.

           If an Employee has been a participant in another plan of the Employer
           which credited service under the hours method for any purpose which
           under this Plan is determined using the elapsed time method, then the
           Employee's service shall be equal to the sum of (4), (6), and (6)
           below:

           (4)  The number of whole years of service credited to the Employee
                under the other plan as of the beginning of the computation
                period under that plan in which he became an Eligible Employee
                under this Plan.

           (5)  The greater of Ii) the service that would be credited to the
                Employee for that entire computation period using the elapsed
                time method or (ii) the service credited to him under the other
                plan as of the date he became an Eligible Employee under this
                Plan.

           (6)  The Employee's service determined under this Plan using the
                elapsed time method after the end of the applicable computation
                period under the other plan in which he became an Eligible
                Employee.

      If an Employee has been a participant in a Controlled Group member's plan
which credited service under a different method than is used in this Plan, in
order to determine entry and vesting, the provisions in (b) above shall apply as
though the Controlled Group member's plan were a plan of the Employer.

      Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section

SECTION 10.14--MILITARY SERVICE.

      Notwithstanding any provision of this Plan to the contrary, the Plan shall
provide contributions, benefits, and service credit with respect to qualified
military service in accordance with Code Section 414(u). Loan repayments shall
be suspended under this Plan as permitted under Code Section 414(u). -

SECTION 10.15--QUALIFICATION OF PLAN.

      If the Plan is denied initial qualification upon filing timely
application, it will be treated as void from the beginning. It will be
terminated and all amounts contributed to the Plan, less expenses paid, shall be
returned to the Employer within one year from the date of denial. If amounts
have been contributed by Employees, the Employer shall refund to each Employee
the amount made by him or, if less, the amount then in his Account resulting
from such amounts. The Insurer and Trustee shall be discharged from all further
obligations.



RESTATEMENT JANUARY 1. 1999             77                  ARTICLE X (4-45670)

<PAGE>

ARTICLE XI

TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION.

      The provisions of this article shall supersede all other provisions in the
      Plan to the contrary.

      For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all
members of.the Controlled Group, unless the term as used clearly indicates only
the Employer is meant.

      The accrued benefit or account of a participant which results from
deductible employee contributions shall not be. included for any purpose under
this article.

      The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIOI'JS of this
article shall not apply to any Employee who is included in a group of Employees
covered by a collective bargaining agreement which the Secretary of Labor finds
to be a collective bargaining agreement between employee representatives and one
or more employers, including the Employer, if there is evidence that retirement
benefits were the subject of good faith bargaining between such representatives.
For this purpose, the term `employee representatives" does not include any
organization more than half of whose members are employees who are owners,
officers, or executives.

SECTION 11.02--DEFINITIONS.

      For purposes of this article the following terms are defined:

      Aggregation Group means:

      (a)  each of the Employer's qualified plans in which a Key Employee is a
           participant during the Plan Year containing the Determination Date
           (regardless of whether the plan was terminated) or one of the four
           preceding Plan Years.

      (b)  each of the Employer's other qualified plans which allows the plan(s)
           described in (a) above to meet the nondiscrimination requirement of
           Code Section 401(afl4) or the minimum coverage requirement of Code
           Section 410, and

      (c)  any of the Employer's other qualified plans not included in (a) or
           (b) above which the Employer desires to include as part of the
           Aggregation Group. Such a qualified plan shall be included only if
           the Aggregation Group would continue to satisfy the requirements of
           Code Section 401(a)(4) and Code Section 410.

      The plans in (a) and (b) above constitute the "required' Aggregation
      Group. The plans in (a), (b), and (c) above constitute the "permissive"
      Aggregation Group.



RESTATEMENT JANUARY 1, 1999            78                  ARTICLE XI (4-45670)

<PAGE>

      Compensation means compensation as defined in the CONTRIBUTION LIMITATION
      SECTION of Article III. For purposes of determining who is a Key Employee
      in years beginning before January 1, 1998, Compensation shall include, in
      addition to compensation as defined in the CONTRIBUTION LIMITATION SECTION
      of Article III, elective contributions. Elective contributions are amounts
      excludible from the gross income of the Employee under Code Sections 125.
      402(e)(3), 402(hHl)(B). or 403(b), and contributed by the Employer, at the
      Employee's election, to a Code Section 401(k) arrangement, a simplified
      employee pension, cafeteria plan, or tax-sheltered annuity. Elective
      contributions also include amounts deferred under a Code Section 457 plan
      maintained by the Employer.

      Determination Date means .as to any plan, for any plan year subsequent to
      the first plan gear, the last day of the preceding plan year. For the
      first plan year of the plan, the last day of that year.

      Key Employee means any Employee or former Employee (and the Beneficiaries
      of such Employee) who at any time during the determination period was:

      (a)  an officer of the Employer if such individual's annual Compensation
           exceeds 50 percent of the dollar limitation under Code Section 41
           51b)(1).

      (b)  an owner (or considered an owner under Code, Section 318) of one of
           the ten largest interests in the Employer if such individual's annual
           Compensation exceeds 100 percent of the dollar limitation under Code
           Section 41 5(c)(1 1(A).

      (c)  a 5-percent owner of the Employer, or

      (d)  a 1-percent  owner of the Employer who has annual Compensation of
           more than $160,000.

      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 shall be made according to Code
      Section 416(i)(1) and the regulations there under.

      Non-key Employee means any Employee who is not a Key Employee.

      Present Value means the present value of a participant's accrued benefit
      under a defined benefit plan. For purposes of establishing Present Value
      to compute the Top-heavy Ratio, any benefit shall be discounted only for
      7.5% interest and mortality according to the 1971 Group Annuity fable
      (Male) without the 7% margin but with projection by Scale E from 1971 to
      the later of (a) 1974, or (b) the year determined by adding the age to
      1920. and wherein for females the male age six years younger is used.

      Top-heavy Plan means a plan which is top-heavy for any plan year beginning
      after December 31, 1983. This Plan shall be top-heavy if any of the
      following conditions exist:

      (a)  The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is
           not part of any required Aggregation Group or permissive Aggregation
           Group.

      (b)  This Plan is a part of a required Aggregation Group, but not part of
           a permissive Aggregation Group, and the Top-heavy Ratio for the
           required Aggregation Group exceeds 60 percent.

      (c)


RESTATEMENT JANUARY 1, 1999               79                ARTICLE XI (4-45670)

<PAGE>

      (c)  This Ran is a part of a required Aggregation Group and part of a
           permissive Aggregation Group and the Top-heavy Ratio for the
           permissive Aggregation Group exceeds 60 percent.

      Top-heavy Ratio means:

      (a)  If the Employer maintains one or more defined contribution plans
           (including any simplified employee pension plan) and the Employer has
           not maintained any defined benefit plan which during the five-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 pan of any
           account balance distributed in the five-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 five-year period ending on the Distribution
           Date(s)), both computed in accordance with Code Section 416 and the
           regulations there under. Both the numerator and denominator of the
           Top-heavy Ratio are increased to reflect any contribution not
           actually made as of the Determination Date, but which is required to
           be taken into account on that date under Code Section 416 and the
           regulations there under.

      (b)  If the Employer maintains one or more defined contribution plans
           (including any simplified employee pension plan) and the Employer
           maintains or has maintained one or more defined benefit plans which
           during the five-year period ending on the Determination Date(s) has
           or has had 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 the account balances under the
           aggregated defined contribution plan or plans of all Key Employees
           determined in accordance with (a) above, and the Present Value of
           accrued benefits under the aggregated defined benefit plan or plans
           for all Key Employees as of the Determination Date(s), and the
           denominator of which is the sum of the account balances under the
           aggregated defined contribution plan or plans for all participants,
           determined in accordance with (a) above, and the Present Value of
           accrued benefits under the defined benefit plan or plans for all
           participants as of the Determination Date(s), all determined in
           accordance with Code Section 416 and the regulations there under. 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 five-year period
           ending on the Determination Date.

      (c)  For purposes of (a) and (b) above, the value of account balances and
           the Present Value of accrued benefits will be determined as of the
           most recent Valuation Date that falls within or ends with the
           12-month period ending on the Determination Date, except as provided
           in Code Section 416 and the regulations there under for the first and
           second plan years of a defined benefit plan. The account balances and
           accrued benefits of a participant Ci) who is not a Key Employee but
           who was a Key Employee in a prior year or (ii) who has not been
           credited with at least an hour of service with any employer
           maintaining the plan at any time during the five-year period ending
           on the Determination Date will be disregarded. The calculation of the
           Top-heavy Ratio and the extent to which distributions, rollovers, and
           transfers are taken into account will be made in accordance with Code
           Section 416 and the regulations there under. Deductible employee
           contributions will not be taken into account for purposes of
           computing the Top-heavy Ratio. When aggregating


RESTATEMENT JANUARY 1, 1999            80                  ARTICLE Xl (4-45670)

<PAGE>

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

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

      If a Participant's Vesting Percentage determined under Article I is not at
least as great as his Vesting Percentage would be if it were determined under a
schedule permitted in Code Section 416, the following shall apply. During any
Plan Year in which the Plan is a Top-heavy Plan, the Participant's Vesting
Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below.


                  VESTING SERVICE             NONFORFEITAPLE
                   (whole years)                PERCENTAGE
                    Less than 2                      0
                         2                          20
                         3                          40
                         4                          60
                         5                          80
                     6 or more                     100

      The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Participant's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.

      If, in a later Plan Year, this Plan is not a Top-heavy Plan, a
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

      The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
this article (to the extent required to be nonforfeitable under Code Section
416(b)) may not be forfeited under Code Section 411 (a)(3)(8).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

      During any Plan Year in which this Plan is a Top-heavy Plan, the Employer
shall make a minimum contribution or allocation as of the last day of the Plan
Year for each Non-key Employee who is an Employee on the last day of the Plan
Year and who was an Active Participant at any time during the Plan Year. A
Non-key Employee is not required to have a minimum number of Hours-of-Service or
minimum amount of Compensation


RESTATEMENT JANUARY 1, 1999             81                  ARTICLE Xl (4-46670)

<PAGE>

in order to be entitled to this minimum. A Non-key Employee who fails to be an
Active Participant merely because his Compensation is less than a stated amount
or merely because of a failure to make mandatory participant contributions or,
in the case of a cash or deferred arrangement, elective contributions shall be
treated as if he were an Active Participant. The minimum is the lesser of (a) or
(b) below:

      (a)  3 percent of such person's Compensation for such Plan Year.

      (b)  The "highest percentage" of Compensation for such Plan Year at which
           the Employer's contributions are made for or allocated to any Key
           Employee. The highest percentage shall be determined by dividing the
           Employer Contributions made for or allocated to each Key Employee
           during the Plan Year by the amount of his Compensation for such Plan
           Year, and selecting the greatest quotient (expressed as a
           percentage). To determine the highest percentage, all of the
           Employer's defined contribution plans within the Aggregation Group
           shall be treated as one plan. The minimum shall be the amount in (a)
           above if this Plan and a defined benefit plan of the Employer are
           required to be included in the Aggregation Group and othis Plan
           enables the defined benefit plan to meet the requirements of Code
           Section 401 (a4) or 410.

      For purposes of (a) and (b) above, Compensation shall be limited by Code
Section 401 (a7).

      If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution or reallocation shall be required. If the Employer's
total contributions and allocations are less, than the minimum above, the
Employer shall contribute the difference for the Plan Year,

      The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggre9ate which are Top-heavy Plans. A minimum
allocation under a profit sharing plan shall be made without regard to whether
or not the Employer has profits.

      If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under another defined contribution plan of the
Employer's which is a Top-heavy Plan during that same Plan Year, any additional
contribution required to meet the minimum above shall be provided in this Plan.

      If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Plan Year, the minimum benefits for
him shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis equal to the lesser
of:

      Cc) 2 percent of his average pay multiplied by his years of service, or

      (d)  20 percent of his average pay.

Average pay and years of service shall have the meaning set forth in such
defined benefit plan for this purpose.

      For purposes of this section, any employer contribution made according to
a salary reduction or similar arrangement and employer contributions which are
matching contributions, as defined in Code Section 401(m). shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.



RESTATEMENT JANUARY 1, 1999              82                 ARTICLE XI (4-45670)

<PAGE>

      The  requirements  of this  section  shall be met without  regard to any
Social Security contribution.
2000.

SECTION 11.05--MODIFICATION OF CONTRIBUTION LIMITATION.

      If the provisions of subparagraph (I) of the CONTRIBUTION LIMITATION
SECTION of Article Ill are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the contribution limitations shall be modified. The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by substituting "100 percent" in lieu of "125 percent." In addition, an
adjustment shall be made to the numerator of the Defined Contribution Plan
Fraction. The adjustment is a reduction of that numerator similar to the
modification of the Defined Contribution Plan Fraction described in the
CONTRIBUTION LIMITATION SECTION of Article Ill, and shall be made with respect
to the last Plan Year beginning before January 1, 1984,

      The modifications in the paragraph above shall not apply with respect to a
Participant so long as employer contributions, forfeitures, or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

      This section shall cease to apply effective as of the first Limitation
Year beginning on or after January 1, 1999.



RESTATEMENT JANUARY 1, 1999               83                ARTICLE XI (4-45670)

<PAGE>

          By executing this Plan, the Primary Employer acknowledges having
    counseled to the extent necessary with selected legal and tax advisors
    regarding the Plan's legal and tax implications.


Executed this
day of ___________________________


                                          CYBER-CARE
                                          By:

          The Adopting Employer must agree to participate in or adopt the Plan
    in writing. If this has not already been done, it may be done by signing
    below.

                                               By:
                                                  ---------------


<PAGE>

                                 AMENDMENT NO. 1

CYBER-CARE RETIREMENT SAVINGS PLAN

             The Plan named above gives the Employer the right to amend it at
             any time. According to that right, the Plan is amended effective as
             of January 1, 1999:


             By striking the paragraph that begins. "Compensation shall also
             include elective contributions...." from the definition of
             Compensation in the DEFINITIONS SECTION of Article I and by
             substituting the following:

                   compensation shall also include elective contributions. For
                   this purpose, elective contributions are amounts contributed
                   by the Employer pursuant to a salary reduction agreement and
                   which are not includible in the gross income of the Employee
                   under Code Section 125, 132Cf)(402fe)(3), 402(ll)(B), or 403.
                   Elective contributions also include compensation deferred
                   under a Code Section 457 plan maintained by the Employer and
                   employee contributions "picked up" by a governmental entity
                   and, pursuant to Code Section 414(h)(2), treated as Employer
                   contributions.


             By striking the fifth paragraph of the ALLOCATION SECTION of
             Article Ill and substituting the following:

                           Discretionary Contributions shall be allocated as of
                      the last day of the Plan Year using Annual Compensation
                      for the Plan Year. The amount allocated shall be
                      determined as follows:

                      STEP ONE: This step one shall only apply in years in which
                      the Plan is a Top-heavy Plan, as defined in the
                      DEFINITIONS SECTION of Article XI, and the minimum
                      contribution under the MODIFICATION OF CONTRIBUTIONS
                      SECTION of Article XI is not being provided by other
                      contributions to this Plan or another plan of the
                      Employer.

                      The allocation in this step one shall be made to each
                      person meeting the allocation requirements of this section
                      and each person who is entitled to a minimum contribution
                      under the MODIFICATION OF CONTRIBUTIONS SECTION of Article
                      Xl. Each such person's allocation shall be an amount equal
                      to the Discretionary Contributions multiplied by the ratio
                      of such person's Annual Compensation to the total Annual
                      Compensation of all such persons. Such amount shall not
                      exceed 3% of such person's Annual Compensation. The
                      allocation for any person who does not meet the allocation
                      requirements of this section shall be limited to the
                      amount necessary to fund the minimum contribution.

                      STEP TWO: The allocation in this step two shall be made to
                      each person meeting the allocation requirements of this
                      section. Each such person's allocation shall be equal to
                      any amount remaining after the allocation in step one
                      multiplied by the ratio of such person's Annual
                      Compensation to the total Annual Compensation of all such
                      persons.

                      This amount shall be credited to the person's Account.


                                             -i                       (4-45670)

<PAGE>

             By striking the paragraph that begins, "For Limitation Years
             beginning..." in the CONTRIBUTION LIMITATION SECTION of Article Ill
             and by substituting the following:

                   For Limitation Years beginning after December 31, 1997, for
                   purposes of applying the limitations of this section,
                   Compensation paid or made available during such Limitation
                   Year shall include any elective deferral (as defined in Code
                   Section 402(g)(3)). and any amount which is contributed or
                   deferred by the Employer at the election of the Employee and
                   which is not includible in the gross income of the Employee
                   by reason of Code Section 125, 132(0(4), or 457.


             By striking the paragraph that begins, "If any amount remains
             unpaid..." from the LOANS TO PARTICIPANTS SECTION of Article V and
             by substituting the following:

                   If any payment of principal and interest, or any portion
                   thereof, remains unpaid for more than 90 days after due, the
                   loan shall be in default. For purposes of Code Section 72(p),
                   the Participant shall then be treated as having received a
                   deemed distribution regardless of whether or not a
                   distributable event has occurred.


             By adding the following to the paragraph that begins, "Upon
             default, the Plan has the right to pursue in the LOANS TO
             PARTICIPANTS SECTION of Article V:

                   The entire principal balance whether or not otherwise then
                   due, along with accrued interest, shall become immediately
                   due and payable without demand or notice, and subject to
                   collection or satisfaction by any lawful means, including
                   specifically, but not limited to, the right to enforce the
                   claim against the security pledged and to execute upon the
                   collateral as allowed by law.


             By striking the paragraph that begins, "If any payment of principal
             or interest or any other amount due." from the LOANS TO
             PARTICIPANTS SECTION of Article V in its entirety.


             By inserting the following as the third paragraph under
             subparagraph (a) in the OPTIONAL FORMS OF DISTRIBUTION SECTION of
             Article VI:

                  If the Plan is amended to eliminate or restrict an optional
                  form of distribution and the Plan provides a single sum
                  distribution form that is otherwise identical to the optional
                  form of distribution eliminated or restricted, the amendment
                  shall not apply to any distribution with an Annuity Starting
                  Date earlier than the first day of the second Plan Year
                  following the Plan Year in which the amendment is adopted.


             By striking the first sentence of subparagraph (SPECIAL RULE FOR
             PROFIT SHARING PLANS in the ELECTION PROCEDURES SECTION of Article
             VI and substituting the following:

                   This subparagraph Id) applies if the Plan is not a direct or
                   indirect transferee after December 31, 1984. 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 Code Sections 401 and 417.


                                              2                        (445670)

<PAGE>

              By striking subparagraph (a)(3) of the DISTRIBUTION REQUIREMENTS
              SECTION of Article VII and substituting the following:

                   (3)   With respect to distributions under the Plan made on or
                         after June 14, 2001, for calendar years beginning on or
                         after January 1, 2001, the Plan will apply the minimum
                         distribution requirements of Code Section 401 (al(S) in
                         accordance with the regulations under Code Section 401
                         that were proposed on January 17, 2001 (the 2001
                         Proposed Regulations), notwithstanding any provision of
                         the Plan to the contrary. If the total amount of
                         required minimum distributions made to a Participant
                         for 2001 prior to June 14, 2001. are equal to or
                         greater than the amount of required minimum
                         distributions determined under the 2001 Proposed
                         Regulations, then no additional distributions are
                         required for such Participant for 2001 on or after such
                         date. If the total amount of required minimum
                         distributions made to a Participant for 2001 prior to
                         June 14, 2001, are less than the amount determined
                         under the 2001 Proposed Regulations, then the amount of
                         required minimum distributions for 2001 on or after
                         such date will be determined so that the total amount
                         of required minimum distributions for 2001 is the
                         amount determined under the 2001 Proposed Regulations.
                         These provisions shall continue in effect until the
                         last calendar year beginning before the effective date
                         of final regulations under Code Section 401 (al(S) or
                         such other date as may be published by the Internal
                         Revenue Service.


             By striking the phrase, "or eliminate an optional form of
             distribution with respect to benefits attributable to service
             before the amendment" from the second paragraph of the AMENDMENTS
             SECTION of Article X.


             By striking the phrase, "or eliminating an optional form of
             benefit" from the third paragraph of the AMENDMENTS SECTION of
             Article X.


             By re-lettering items (a) and in AMENDMENTS SECTION of Article X as
             items (c} and Id), respectively.


             By inserting the following immediately following the third
             paragraph of the AMENDMENTS SECTION of Article X:

                  No amendment to the Plan shall be effective to eliminate or
                  restrict an optional form of benefit with respect to benefits
                  attributable to service before the amendment except as
                  provided in the MERGERS AND DIRECT TRANSFERS SECTION of this
                  article and below:

                  (a) The Plan is amended to eliminate or restrict the ability
                      of a Participant to receive payment of his Account balance
                      under a particular optional form of benefit and the
                      amendment satisfies the condition in (1) and the Plan
                      satisfies the condition in (2) below:

                      (11 The  amendment  provides a single  sum  distribution
                      form that is otherwise
                         identical to the optional form of benefit  eliminated
                         or restricted. For


                                              3                       (4-45670)

<PAGE>

                           purposes of this condition (1), a single sum
                           distribution form is otherwise identical only if it
                           is identical in all respects to the eliminated or
                           restricted optional form of benefit (or would be
                           identical except that it provides greater rights to
                           the Participant) except with respect to the timing of
                           payments after commencement.

                        (2)The Plan provides that the amendment shall not apply
                           to any distribution with an Annuity Starting Date
                           earlier than the earlier of:

                             (ii the 90th day after the date the Participant
                                 receiving the distribution has been furnished a
                                 summary that reflects the amendment and that
                                 satisfies the ERISA requirements at 29 CFR
                                 2520.104b-3 relating to a summary of material
                                 modifications, or

                             (ii)the first day of the second Plan Year following
                                 the Plan Year in which the amendment is
                                 adopted.

                   The Plan is amended to eliminate or restrict in-kind
                        distributions and the conditions in Q&A 2(b)(2)(iii) in
                        section 1.411 (dl-4 of the regulations are met.

             By striking the last two paragraphs from the MERGERS AND DIRECT
             TRANSFERS SECTION of Article X and substituting the following:

                   Unless a transfer of assets to the Plan is an elective
                   transfer as described below, the Plan shall apply the
                   optional forms of benefit protections described in the
                   AMENDMENTS SECTION of this article to all transferred assets.

                   A Participant's protected benefits may be eliminated upon
                   transfer between qualified defined contribution plans if the
                   conditions in Q&A 3(b)(1) in section 1.411(d)-4 of the
                   regulations are met. The transfer must meet all of the other
                   applicable qualification requirements.

                   A Participant's protected benefits may be eliminated upon
                   transfer between qualified plans (both defined benefit and
                   defined contribution) if the conditions in O&A 31c)f1) in
                   section 1.411 (d)-4 of the regulations are met. Beginning
                   January 1, 2002., if the Participant is eligible to receive
                   an immediate distribution of his entire nonforfeitable
                   accrued benefit in a single sum distribution that would
                   consist entirely of an eligible rollover distribution under
                   Code Section 401 (a)(31i, such transfer will be accomplished
                   as a direct rollover under Code Section 401(al(31). The rules
                   applicable to distributions under the plan would apply to the
                   transfer, but the transfer would not be treated as a
                   distribution for purposes of the minimum distribution
                   requirements of Code Section 401(a)(9).


             This amendment is made an integral part of the aforesaid Plan and
             is controlling over the terms of said Plan with respect to the
             particular items addressed expressly herein. All other provisions
             of the Plan remain unchanged and controlling.

             Unless otherwise stated on any page of this amendment, eligibility
             for benefits and the amount of any benefits payable to or on behalf
             of an individual who is an Inactive Participant on the effective
             dates) stated above, shall be determined according to the
             provisions of the aforesaid Plan as in effect on the day before he
             became an Inactive Participant.

<PAGE>

            Signing this amendment, the Employer, as plan sponsor, has made the
            decision to adopt this plan amendment. The Employer is acting in
            reliance on its own discretion and on the legal and tax advice of
            its own advisors, and not that of any member of the Principal
            Financial Group or any representative of a member company of the
            Principal Financial Group.

Signed this day of ______________________________________







CYBER-CARE. INC.
                                                    By ____________________