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                                                                    Exhibit 10.5








                       THE CORPORATE PLAN FOR RETIREMENT
                                        
                         THE PROFIT SHARING/401(K) PLAN
                                        
                      FIDELITY BASIC PLAN DOCUMENT NO. 07
                      -----------------------------------



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                                THE CORPORATE PLAN FOR RETIREMENT
                                    PROFIT SHARING/401(K) PLAN
<TABLE>
<CAPTION>
<S>  <C>        
ARTICLE 1
    ADOPTION AGREEMENT

ARTICLE 2
    DEFINITIONS

    2.01 - Definitions

ARTICLE 3
    PARTICIPATION

    3.01 - Date of Participation
    3.02 - Resumption of Participation Following Reemployment 3.03 - Cessation
           or Resumption of Participation Following a Change in
           Status
    3.04 - Participation by Owner-Employee; Controlled Businesses
    3.05 - Omission of Eligible Employee

ARTICLE 4
    CONTRIBUTIONS

    4.01 - Deferral Contributions
    4.02 - Additional Limit on Deferral Contributions
    4.03 - Matching Contributions
    4.04 - Limit on Matching Contributions and Employee Contributions 
    4.05 - Special Rules 
    4.06 - Fixed/Discretionary Employer Contributions 
    4.07 - Time of Making Employer Contributions 
    4.08 - Return of Employer Contributions
    4.09 - Employee Contributions 
    4.10 - Rollover Contributions 
    4.11 - Deductible Voluntary Employee Contributions 
    4.12 - Additional Rules for Paired Plans

ARTICLE 5
    PARTICIPANTS' ACCOUNTS

    5.01 - Individual Accounts
    5.02 - Valuation of Accounts
    5.03 - Code Section 415 Limitations

ARTICLE 6
    INVESTMENT OF CONTRIBUTIONS

    6.01 - Manner of Investment
    6.02 - Investment Decisions
    6.03 - Participant Directions to Trustee

</TABLE>
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ARTICLE 7
    RIGHT TO BENEFITS

    7.01 - Normal or Early Retirement 
    7.02 - Late Retirement 
    7.03 - Disability Retirement 
    7.04 - Death 
    7.05 - Other Termination of Employment 
    7.06 - Separate Account 
    7.07 - Forfeitures 
    7.08 - Adjustment for Investment Experience 
    7.09 - Participant Loans 
    7.10 - In-Service Withdrawals
    7.11 - Prior Plan In-Service Distribution Rules

ARTICLE 8
    DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

    8.01 - Distribution of Benefits to Participants and Beneficiaries 
    8.02 - Annuity Distributions 
    8.03 - Joint and Survivor Annuities/Preretirement Survivor Annuities 
    8.04 - Installment Distributions 
    8.05 - Immediate Distributions 
    8.06 - Determination of Method of Distribution 
    8.07 - Notice to Trustee 
    8.08 - Time of Distribution 
    8.09 - Whereabouts of Participants and Beneficiaries

ARTICLE 9

    TOP-HEAVY PROVISIONS
    9.01 - Application
    9.02 - Definitions
    9.03 - Minimum Contribution
    9.04 - Adjustment to the Limitation on Contributions and Benefits 
    9.05 - Minimum Vesting

ARTICLE 10
    AMENDMENT AND TERMINATION

    10.01 - Amendment by Employer
    10.02 - Amendment by Prototype Sponsor
    10.03 - Amendments Affecting Vested and/or Accrued Benefits 
    10.04 - Retroactive Amendments 
    10.05 - Termination 
    10.06 - Distribution Upon Termination of the Plan 
    10.07 - Merger or Consolidation of Plan; Transfer of Plan Assets

ARTICLE 11
    AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF FUNDS
      TO OR FROM OTHER QUALIFIED PLANS

    11.01 - Amendment and Continuation of Predecessor Plan
    11.02 - Transfer of Funds from an Existing Plan
    11.03 - Acceptance of Assets by Trustee

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    11.04 - Transfer of Assets from Trust

ARTICLE 12
    MISCELLANEOUS

    12.01 - Communication to Participants
    12.02 - Limitation of Rights
    12.03 - Nonalienability of Benefits and Qualified Domestic Relations Orders
    12.04 - Facility of Payment
    12.05 - Information Between Employer and Trustee
    12.06 - Effect of Failure to Qualify Under Code
    12.07 - Notices
    12.08 - Governing Law

ARTICLE 13
    PLAN ADMINISTRATION

    13.01 - Powers and Responsibilities of the Administrator
    13.02 - Nondiscriminatory Exercise of Authority
    13.03 - Claims and Review Procedures
    13.04 - Named Fiduciary
    13.05 - Costs of Administration

ARTICLE 14
    TRUST AGREEMENT

    14.01 - Acceptance of Trust Responsibilities 
    14.02 - Establishment of Trust Fund 
    14.03 - Exclusive Benefit 
    14.04 - Powers of Trustee 
    14.05 - Accounts
    14.06 - Approving of Accounts 
    14.07 - Distribution from Trust Fund 
    14.08 - Transfer of Amounts from Qualified Plan 
    14.09 - Transfer of Assets from Trust 
    14.10 - Separate Trust or Fund for Existing Plan Assets 
    14.11 - Voting; Delivery of Information 
    14.12 - Compensation and Expenses of Trustee
    14.13 - Reliance by Trustee on other Persons 
    14.14 - Indemnification by Employer 
    14.15 - Consultation by Trustee with Counsel 
    14.16 - Persons Dealing with the Trustee 
    14.17 - Resignation or Removal of Trustee 
    14.18 - Fiscal Year of the Trust 
    14.19 - Discharge of Duties by Fiduciaries 
    14.20 - Amendment 
    14.21 - Plan Termination 
    14.22 - Permitted Reversion of Funds to Employer 
    14.23 - Governing Law



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ARTICLE 1.  ADOPTION AGREEMENT.

ARTICLE 2.  DEFINITIONS.

2.01.  DEFINITIONS.

        (a) Wherever used herein, the following terms have the meanings set
        forth below, unless a different meaning is clearly required by the
        context:

           (1) "Account" means an account established on the books of the Trust
           for the purpose of recording contributions made on behalf of a
           Participant and any income, expenses, gains or losses incurred
           thereon.

           (2) "Administrator" means the Employer adopting this Plan, or other
           person designated by the Employer in Section 1.01(c).

           (3) "Adoption Agreement" means Article 1, under which the Employer
           establishes and adopts, or amends, the Plan and Trust and designates
           the optional provisions selected by the Employer, and the Trustee
           accepts its responsibilities under Article 14. The provisions of the
           Adoption Agreement shall be an integral part of the Plan.

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

           (5) "Beneficiary" means the person or persons entitled under Section
           7.04 to receive benefits under the Plan upon the death of a
           Participant, provided that for purposes of Section 7.04 such term
           shall be applied in accordance with Section 401(a)(9) of the Code and
           the regulations thereunder.

           (6) "Code" means the Internal Revenue Code of 1986, as amended from
           time to time.

           (7)  "Compensation" shall mean

                 (A) for purposes of Article 4 (Contributions), compensation as
                 defined in Section 5.03(e)(2) excluding any items elected by
                 the Employer in Section 1.04(a), reimbursements or other
                 expense allowances, fringe benefits (cash and non-cash), moving
                 expenses, deferred compensation and welfare benefits, but
                 including amounts that are not includable in the gross income
                 of the Participant under a salary reduction agreement by reason
                 of the application of Sections 125, 402(a)(8), 402(h), or
                 403(b) of the Code; and

                 (B) for purposes of Section 2.01(a)(16) (Highly Compensated
                 Employees), Section 5.03 (Code Section 415 Limitations), and
                 Section 9.03 (Top-Heavy Plan Minimum Contribution),
                 compensation as defined in Section 5.03(e)(2).


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                Compensation shall generally be based on the amount actually
           paid to the Participant during the Plan Year or, for purposes of
           Article 4 if so elected by the Employer in Section 1.04(b), during
           that portion of the Plan Year during which the Employee is eligible
           to participate. Notwithstanding the preceding sentence, compensation
           for purposes of Section 5.03 (Code Section 415 Limitations) shall be
           based on the amount actually paid or made available to the
           Participant during the Limitation Year. Compensation for the initial
           Plan Year for a new plan shall be based upon eligible Participant
           Compensation, subject to Section 1.04(b), from the Effective Date
           listed in Section 1.01(g)(1) through the end of the first Plan Year.

                In the case of any Self-Employed Individual, Compensation shall
           mean the Individual's Earned Income.

                For years beginning after December 31, 1988, the annual
           Compensation of each Participant taken into account for determining
           all benefits provided under the plan for any determination period
           shall not exceed $200,000. This limitation shall be adjusted by the
           Secretary at the same time and in the same manner as under Section
           415(d) of the Code, except that the dollar increase in effect on
           January 1 of any calendar year is effective for years beginning in
           such calendar year and the first adjustment to the $200,000
           limitation is effected on January 1, 1990. If a plan determines
           Compensation on a period of time that contains fewer than 12 calendar
           months, then the annual Compensation limit is the amount equal to the
           annual Compensation limit for the calendar year in which the
           Compensation period begins multiplied by the ratio obtained by
           dividing the number of full months in the period by 12.

                If Compensation for any prior determination period is taken into
           account in determining an Employee's allocations or benefits for the
           current determination period, the Compensation for such prior year is
           subject to the applicable annual compensation limit in effect for
           that prior year. For this purpose, for years beginning before 
           January 1, 1990, the applicable annual compensation limit is
           $200,000.

                In determining the Compensation of a Participant for purposes of
           this limitation, the rules of Section 414(q)(6) of the Code shall
           apply, except that in applying such rules, the term "family" shall
           include only the spouse of the Participant and any lineal descendants
           of the Participant who have not attained age 19 before the close of
           the year. If the $200,000 limitation is exceeded as a result of the
           application of these rules, then the limitation shall be prorated
           among the affected individuals in proportion to each such
           individual's Compensation as determined under this Section prior to
           the application of this limitation.

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           (8) "Earned Income" means the net earnings of a Self-Employed
           Individual derived from the trade or business with respect to which
           the Plan is established and for which the personal services of such
           individual are a material income-providing factor, excluding any
           items not included in gross income and the deductions allocated to
           such items, except that for taxable years beginning after
           December 31, 1989 net earnings shall be determined with regard to the
           deduction allowed under Section 164(f) of the Code, to the extent
           applicable to the Employer. Net earnings shall be reduced by
           contributions of the Employer to any qualified plan, to the extent a
           deduction is allowed to the Employer for such contributions under
           Section 404 of the Code.

           (9) "Eligibility Computation Period" means each 12-consecutive month
           period beginning with the Employment Commencement Date and each
           anniversary thereof or, in the case of an Employee who, before
           completing the eligibility requirements set forth in Section
           1.03(a)(1), incurs a break in service for participation purposes and
           thereafter returns to the employ of the Employer or Related Employer,
           each 12-consecutive month period beginning with the first day of
           reemployment and each anniversary thereof.

           A "break in service for participation purposes" shall mean an
           Eligibility Computation Period during which the participant does not
           complete more than 500 Hours of Service with the Employer.

           (10) "Employee" means any employee of the Employer, any Self-Employed
           Individual or Owner-Employee. The Employer must specify in Section
           1.03(a)(3) any Employee or class of Employees not eligible to
           participate in the Plan. If the Employer elects to exclude collective
           bargaining employees, the exclusion applies to any employee of the
           Employer included in a unit of employees covered by an agreement
           which the Secretary of Labor finds to be a collective bargaining
           agreement between employee representatives and one or more employers
           unless the collective bargaining agreement requires the employee to
           be included within the Plan. The term "employee representatives" does
           not include any organization more than half the members of which are
           owners, officers, or executives of the Employer.

                  For purposes of the Plan, an individual shall be considered to
           become an Employee on the date on which he first completes an Hour of
           Service and he shall be considered to have ceased to be an Employee
           on the date on which he last completes an Hour of Service. The term
           also includes a Leased Employee, such that contributions or benefits
           provided by the leasing organization which are attributable to
           services performed for the Employer shall be treated as provided by
           the Employer. Notwithstanding the above, a Leased Employee shall not
           be considered an Employee if Leased Employees do not constitute more
           than 20 percent of the Employer's non-highly compensated work-force
           (taking into account all Related Employers) and the Leased Employee
           is covered by a money purchase pension plan maintained by the 

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           leasing organization and providing (A) a nonintegrated employer
           contribution rate of at least 10 percent of compensation, as defined
           for purposes of Section 415(c)(3) of the Code, but including amounts
           contributed pursuant to a salary reduction agreement which are
           excludable from gross income under Section 125, Section 402(a)(8),
           Section 402(h) or Section 403(b) of the Code, (B) full and immediate
           vesting, and (C) immediate participation by each employee of the
           leasing organization.

           (11) "Employer" means the employer named in Section 1.02(a) and any
           Related Employers required by this Section 2.01(a)(11). If Article 1
           of the Employer's Plan is the Standardized Adoption Agreement, the
           term "Employer" includes all Related Employers. If Article 1 of the
           Employer's Plan is the Non-standardized Adoption Agreement, the term
           "Employer" includes those Related Employers designated in Section
           1.02(b).

           (12) "Employment Commencement Date" means the date on which the
           Employee first performs an Hour of Service.

           (13) "ERISA" means the Employee Retirement Income Security Act of
           1974, as from time to time amended.

           (14) "Fidelity Fund" means any Registered Investment Company or
           Managed Income Portfolio of the Fidelity Group Trust for Employee
           Benefit Plans which is made available to plans utilizing the
           CORPORATEplan for Retirement.

           (15) "Fund Share" means the share, unit, or other evidence of
           ownership in a Fidelity Fund.

           (16) "Highly Compensated Employee" means both highly compensated
           active Employees and highly compensated former Employees.

                A highly compensated active Employee includes any Employee who
           performs service for the Employer during the determination year and
           who, during the "look-back year," (A) received compensation from the
           Employer in excess of $75,000 (as adjusted pursuant to Section 415(d)
           of the Code), (B) received compensation from the Employer in excess
           of $50,000 (as adjusted pursuant to Section 415(d) of the Code) and
           was a member of the top-paid group for such year, or (C) was an
           officer of the Employer and received compensation during such year
           that is greater than 50 percent of the dollar limitation in effect
           under Section 415(b)(1)(A) of the Code. The term "Highly Compensated
           Employee" also includes (i) Employees who are both described in the
           preceding sentence if the term "determination year" is substituted
           for the term "look-back year" and the Employee is one of the 100
           Employees who received the most compensation from the Employer during
           the determination year, and (ii) Employees who are 5-percent owners
           at any time during the look-back year or determination year.


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                If no officer has satisfied the compensation requirement of (C)
           above during either a determination year or look-back year, the
           highest paid officer for such year shall be treated as a highly
           compensated Employee.

                For this purpose, the determination year shall be the Plan Year.
           The look-back year shall be the twelve-month period immediately
           preceding the determination year. The Employer may elect to make the
           look-back year calculation for a determination on the basis of the
           calendar year ending with or within the applicable determination
           year, as prescribed by Section 414(q) of the Code and the regulations
           issued thereunder.

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

                If an Employee is, during a determination year or look-back
           year, a family member of either a 5-percent owner who is an active or
           former Employee or a highly compensated Employee who is one of the 10
           most highly compensated Employees ranked on the basis of compensation
           paid by the Employer during such year, then the family member and the
           5-percent owner or top-ten highly compensated Employee shall be
           aggregated. In such case, the family member and 5-percent owner or
           top-ten highly compensated Employee shall be treated as a single
           Employee receiving compensation and plan contributions or benefits
           equal to the sum of such compensation and contributions or benefits
           of the family member and 5-percent owner or top-ten highly
           compensated Employee. For purposes of this Section, family member
           includes the spouse, lineal ascendants and descendants of the
           Employee or former Employee and the spouses of such lineal ascendants
           and descendants.

                The determination of who is a highly compensated Employee,
           including the determinations of the number and identity of Employees
           in the top-paid group, the top 100 Employees, the number of Employees
           treated as officers, and the compensation that is considered, will be
           made in accordance with Section 414(q) of the Code and the
           regulations thereunder.

           (17) "Hour of Service" means, with respect to any Employee,

                 (A) Each hour for which the Employee is directly or indirectly
                 paid, or entitled to payment, for the performance of duties for
                 the Employer or a Related Employer, each such hour to be
                 credited to the Employee for the Eligibility Computation Period
                 in which the duties were performed;


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                 (B) Each hour for which the Employee is directly or indirectly
                 paid, or entitled to payment, by the Employer or Related
                 Employer (including payments made or due from a trust fund or
                 insurer to which the Employer contributes or pays premiums) on
                 account of a period of time during which no duties are
                 performed (irrespective of whether the employment relationship
                 has terminated) due to vacation, holiday, illness, incapacity,
                 disability, layoff, jury duty, military duty, or leave of
                 absence, each such hour to be credited to the Employee for the
                 Eligibility Computation Period in which such period of time
                 occurs, subject to the following rules:

                      (i) No more than 501 Hours of Service shall be credited
                      under this paragraph (B) on account of any single
                      continuous period during which the Employee performs no
                      duties;

                      (ii) Hours of Service shall not be credited under this
                      paragraph (B) for a payment which solely reimburses the
                      Employee for medically-related expenses, or which is made
                      or due under a plan maintained solely for the purpose of
                      complying with applicable workmen's compensation,
                      unemployment compensation or disability insurance laws;
                      and 

                      (iii) If the period during which the Employee performs no
                      duties falls within two or more Eligibility Computation
                      Periods and if the payment made on account of such period
                      is not calculated on the basis of units of time, the Hours
                      of Service credited with respect to such period shall be
                      allocated between not more than the first two such
                      Eligibility Computation Periods on any reasonable basis
                      consistently applied with respect to similarly situated
                      Employees; and

                 (C) Each hour not counted under paragraph (A) or (B) for which
                 back pay, irrespective of mitigation of damages, has been
                 either awarded or agreed to be paid by the Employer or a
                 Related Employer, shall be credited to the Employee for the
                 Eligibility Computation Period to which the award or agreement
                 pertains rather than the Eligibility Computation Period in
                 which the award agreement or payment is made.

                     For purposes of determining Hours of Service, Employees of
                 the Employer and of all Related Employers will be treated as
                 employed by a single employer. For purposes of paragraphs (B)
                 and (C) above, Hours of Service will be calculated in
                 accordance with the provisions of Section 2530.200b-2(b) of the
                 Department of Labor regulations, which are incorporated herein
                 by reference.

                     Solely for purposes of determining whether a break in
                 service for participation purposes has occurred in a
                 computation period, an individual who is absent from work for
                 maternity or paternity reasons shall receive credit for 

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                 the hours of service which would otherwise have been credited
                 to such individual but for such absence, or in any case in
                 which such hours cannot be determined, 8 hours of service per
                 day of such absence. For purposes of this paragraph, an absence
                 from work for maternity or paternity reasons means an absence
                 (i) by reason of the pregnancy of the individual, (ii) by
                 reason of a birth of a child of the individual, (iii) by reason
                 of the placement of a child with the individual in connection
                 with the adoption of such child by such individual, or (iv) for
                 purposes of caring for such child for a period beginning
                 immediately following such birth or placement. The hours of
                 service credited under this paragraph shall be credited (a) in
                 the computation period in which the absence begins if the
                 crediting is necessary to prevent a break in service in that
                 period, or (b) in all other cases, in the following computation
                 period.

       (18) "Leased Employee" means any individual who provides services to the
       Employer or a Related Employer (the "recipient") but is not otherwise an
       employee of the recipient if (A) such services are provided pursuant to
       an agreement between the recipient and any other person (the "leasing
       organization"), (B) such individual has performed services for the
       recipient (or for the recipient and any related persons within the
       meaning of Section 414(n)(6) of the Code) on a substantially full-time
       basis for at least one year, and (C) such services are of a type
       historically performed by employees in the business field of the
       recipient.

       (19) "Normal Retirement Age" means the normal retirement age specified in
       Section 1.06(a) of the Adoption Agreement. If the Employer enforces a
       mandatory retirement age, the Normal Retirement Age is the lesser of that
       mandatory age or the age specified in Section 1.06(a).

       (20) "Owner-Employee" means, if the Employer is a sole proprietorship,
       the individual who is the sole proprietor, or if the Employer is a
       partnership, a partner who owns more than 10 percent of either the
       capital interest or the profits interest of the partnership.

       (21) "Participant" means any Employee who participates in the Plan in
       accordance with Article 3 hereof.

       (22) "Plan" means the plan established by the Employer in the form of the
       prototype plan, as set forth herein as a new plan or as an amendment to
       an existing plan, by executing the Adoption Agreement, together with any
       and all amendments hereto.

       (23) "Plan Year" means the 12-consecutive-month period ending on the date
       designated by the Employer in Section 1.01(f).

       (24) "Prototype Sponsor" means Fidelity Management and Research Company
       or its successor.


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       (25) "Registered Investment Company" means any one or more corporations,
       partnerships or trusts registered under the Investment Company Act of
       1940 for which Fidelity Management and Research Company serves as
       investment advisor.

       (26) "Related Employer" means any employer other than the Employer named
       in Section 1.02(a) if the Employer and such other employer are members of
       a controlled group of corporations (as defined in Section 414(b) of the
       Code) or an affiliated service group (as defined in Section 414(m)), or
       are trades or businesses (whether or not incorporated) which are under
       common control (as defined in Section 414(c)), or such other employer is
       required to be aggregated with the Employer pursuant to regulations
       issued under Section 414(o).

       (27) "Self-Employed Individual" means an individual who has Earned Income
       for the taxable year from the Employer or who would have had Earned
       Income but for the fact that the trade or business had no net profits for
       the taxable year.

       (28) "Trust" means the trust created by the Employer in accordance with
       the provisions of Section 14.01.

       (29) "Trust Agreement" means the agreement between the Employer and the
       Trustee, as set forth in Article 14, under which the assets of the Plan
       are held, administered, and managed.

       (30) "Trust Fund" means the property held in Trust by the Trustee for the
       Accounts of the Participants and their Beneficiaries.

       (31) "Trustee" means the Fidelity Management Trust Company, or its
       successor.

       (32) "Year of Service for Participation" means, with respect to any
       Employee, an Eligibility Computation Period during which the Employee has
       been credited with at least 1,000 Hours of Service. If the Plan
       maintained by the Employer is the plan of a predecessor employer, an
       Employee's Years of Service for Participation shall include years of
       service with such predecessor employer. In any case in which the Plan
       maintained by the Employer is not the plan maintained by a predecessor
       employer, service for such predecessor shall be treated as service for
       the Employer, to the extent provided in Section 1.08.

       (33) "Years of Service for Vesting" means, with respect to any Employee,
       the number of whole years of his periods of service with the Employer or
       a Related Employer (the elapsed time method to compute vesting service),
       subject to any exclusions elected by the Employer in Section 1.07(b). An
       Employee will receive credit for the aggregate of all time period(s)
       commencing with the Employee's Employment Commencement Date and ending on
       the date a break in service begins, unless any such years are excluded by
       Section 1.07(b). An Employee will also receive credit for any period of


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       severance of less than 12 consecutive months. Fractional periods of a
       year will be expressed in terms of days.

             In the case of a Participant who has 5 consecutive 1-year breaks in
       service, all years of service after such breaks in service will be
       disregarded for the purpose of vesting the Employer-derived account
       balance that accrued before such breaks, but both pre-break and
       post-break service will count for the purposes of vesting the
       Employer-derived account balance that accrues after such breaks. Both
       accounts will share in the earnings and losses of the fund.

             In the case of a Participant who does not have 5 consecutive 1-year
       breaks in service, both the pre-break and post-break service will count
       in vesting both the pre-break and post-break employer-derived account
       balance.

             A break in service is a period of severance of at least 12
       consecutive months. Period of severance is a continuous period of time
       during which the Employee is not employed by the Employer. Such period
       begins on the date the Employee retires, quits or is discharged, or if
       earlier, the 12-month anniversary of the date on which the Employee was
       otherwise first absent from service.

             In the case of an individual who is absent from work for maternity
       or paternity reasons, the 12-consecutive month period beginning on the
       first anniversary of the first date of such absence shall not constitute
       a break in service. For purposes of this paragraph, an absence from work
       for maternity or paternity reasons means an absence (A) by reason of the
       pregnancy of the individual, (B) by reason of the birth of a child of the
       individual, (C) by reason of the placement of a child with the individual
       in connection with the adoption of such child by such individual, or
       (D) for purposes of caring for such child for a period beginning
       immediately following such birth or placement.

             If the Plan maintained by the Employer is the plan of a predecessor
       employer, an Employee's Years of Service for Vesting shall include years
       of service with such predecessor employer. In any case in which the Plan
       maintained by the Employer is not the plan maintained by a predecessor
       employer, service for such predecessor shall be treated as service for
       the Employer to the extent provided in Section 1.08.

(b) Pronouns used in the Plan are in the masculine gender but include the
feminine gender unless the context clearly indicates otherwise.

ARTICLE 3.  PARTICIPATION.

3.01. DATE OF PARTICIPATION. All Employees in the eligible class (as defined in
Section 1.03(a)(3)) who are in the service of the Employer on the Effective Date
will become Participants on the date elected by the Employer in Section 1.03(c).
Any other Employee will become a 

                                       9
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Participant in the Plan as of the first Entry Date on which he first satisfies
the eligibility requirements set forth in Section 1.03(a). In the event that an
Employee who is not a member of an eligible class (as defined in Section
1.03(a)(3)) becomes a member of an eligible class, the individual shall
participate immediately if such individual had already satisfied the eligibility
requirements and would have otherwise previously become a Participant.

If an eligibility requirement other than one Year of Service is elected in
1.03(a)(1), an Employee may not be required to complete a minimum number of
Hours of Service before becoming a Participant. An otherwise eligible Employee
subject to a minimum months of service requirement shall become a Participant on
the first Entry Date following his completion of the required number of
consecutive months of employment measured from his Employment Commencement Date
to the coinciding date in the applicable following month. For purposes of
determining consecutive months of service, the Related Employer and predecessor
employer rules contained in Sections 2.01(a)(17) and 2.01(a)(32) shall apply.

3.02. RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer he
will be treated as follows:

       (a) he will again become a Participant on the first date on which he
       completes an Hour of Service for the Employer following his reemployment
       and is in the eligible class of Employees as defined in Section
       1.03(a)(3), and

       (b) any distribution which he is receiving under the Plan will cease
       except as otherwise required under Section 8.08.

3.03. CESSATION OR RESUMPTION OF PARTICIPATION FOLLOWING A CHANGE IN STATUS. If
any Participant continues in the employ of the Employer or Related Employer but
ceases to be a member of an eligible class as defined in Section 1.03(a)(3), the
individual shall continue to be a Participant for most purposes until the entire
amount of his benefit is distributed; however, the individual shall not be
entitled to receive an allocation of contributions or forfeitures during the
period that he is not a member of the eligible class. Such Participant shall
continue to receive credit for service completed during the period for purposes
of determining his vested interest in his Accounts. In the event that the
individual subsequently again becomes a member of an eligible class of
Employees, the individual shall resume full participation immediately upon the
date of such change in status.

3.04. PARTICIPATION BY OWNER-EMPLOYEE; CONTROLLED BUSINESSES. If the Plan
provides contributions or benefits for one or more Owner-Employees who control
both the trade or business with respect to which the Plan is established and one
or more other trades or businesses, the Plan and any plan established with
respect to such other trades or businesses must, when looked at as a single
plan, satisfy Sections 401(a) and 401(d) of the Code with respect to the
employees of this and all such other trades or businesses. If the Plan provides
contributions or benefits for one or more Owner-Employees who control one or
more


                                       10
<PAGE>   15

other trades or businesses, the Employees of each such other trade
or business must be included in a plan which satisfies Sections 401(a) and
401(d) of the Code and which provides contributions and benefits not less
favorable than provided for Owner-Employees under the Plan.

        If an individual is covered as an Owner-Employee under the plans of two
or more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
Employees under the plan of the trades or businesses which are controlled must
be as favorable as those provided for him under the most favorable plan of the
trade or business which is not controlled.

       For purposes of this Section, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such Owner-Employees together, (a) own the entire interest in
an unincorporated trade or business or (b) in the case of a partnership, own
more than 50 percent of either the capital interest or the profits interest in
such partnership. For this purpose, an Owner-Employee, or two or more
Owner-Employees, shall be treated as owning any interest in a partnership which
is owned, directly or indirectly, by a partnership controlled by such
Owner-Employee or such Owner-Employees.

3.05. OMISSION OF ELIGIBLE EMPLOYEE. If any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution, if necessary, so that the
omitted Employee receives the total amount which the said Employee would have
received had he not been omitted. For purposes of this Section 3.05, the term
"contribution" shall not include Deferral Contributions and Matching
Contributions made pursuant to Sections 4.01 and 4.03, respectively.

ARTICLE 4.  CONTRIBUTIONS.

4.01.  DEFERRAL CONTRIBUTIONS.

       (a) 4.01. If so provided by the Employer in Section 1.05(b), each
       Participant may elect to execute a salary reduction agreement with the
       Employer to reduce his Compensation by a specified percentage not
       exceeding 15% per payroll period, subject to any exceptions elected by
       the Employer in Section 1.05(b)(2) and 1.05(b)(3) and equal to a whole
       number multiple of one (1) percent. Such agreement shall become effective
       on the first day of the first payroll period for which the Employer can
       reasonably process the request. The Employer shall make a Deferral
       Contribution on behalf of the Participant corresponding to the amount of
       said reduction, subject to the restrictions set forth below. Under no
       circumstances may a salary reduction agreement be adopted retroactively.


                                       11
<PAGE>   16

       (b) A Participant may elect to change or discontinue the percentage by
       which his Compensation is reduced by notice to the Employer as provided
       in Section 1.05(b)(1).

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

           A Participant may assign to the Plan any Excess Deferrals made during
       the taxable year of the Participant by notifying the Plan Administrator
       on or before March 15 following the taxable year of the amount of the
       Excess Deferrals to be assigned to the Plan. A Participant is deemed to
       notify the Administrator of any Excess Deferrals that arise by taking
       into account only those Deferral Contributions made to the Plan and any
       other plan of the Employer. Notwithstanding any other provision of the
       Plan, Excess Deferrals, plus any income and minus any loss allocable
       thereto, shall be distributed no later than April 15 to any Participant
       to whose Account Excess Deferrals were so assigned for the preceding year
       and who claims Excess Deferrals for such taxable year.

           "Excess Deferrals" shall mean those Deferral Contributions that are
       includable in a Participant's gross income under Section 402(g) of the
       Code to the extent such Participant's Deferral Contributions for a
       taxable year exceed the dollar limitation under such Code section. For
       purposes of determining Excess Deferrals, the term "Deferral
       Contributions" shall include the sum of all Employer Contributions made
       on behalf of such Participant pursuant to an election to defer under any
       qualified CODA as described in Section 401(k) of the Code, any simplified
       employee pension cash or deferred arrangement as described in Section
       402(h)(1)(B) of the Code, any eligible deferred compensation plan under
       Section 457 of the Code, any plan as described under Section 501(c)(18)
       of the Code, and any Employer Contributions made on the behalf of a
       Participant for the purchase of an annuity contract under Section 403(b)
       of the Code pursuant to a salary reduction agreement. Deferral
       Contributions shall not include any deferrals properly distributed as
       excess annual additions. Excess Deferrals shall be treated as annual
       additions under the Plan, unless such amounts are distributed no later
       than the first April 15 following the close of the Participant's taxable
       year.

           Excess Deferrals shall be adjusted for any income or loss up to the
       date of distribution. The income or loss allocable to Excess Deferrals is
       (1) income or loss allocable to the Participant's Deferral Contributions
       Account for the taxable year multiplied by a fraction, the numerator of
       which is such Participant's Excess Deferrals for the year and the
       denominator is the Participant's Account balance attributable to Deferral
       Contributions without regard to any income or loss occurring during such
       taxable year, or (2) such other amount determined under any reasonable
       method, provided that such method is used consistently for all
       Participants 


                                       12
<PAGE>   17

       in calculating the distributions required under this Section 4.01(c)
       and Sections 4.02(d) and 4.04(d) for the Plan Year, and is used by the
       Plan in allocating income or loss to Participants' Accounts. Income or
       loss allocable to the period between the end of the Plan Year and the
       date of distribution shall be disregarded in determining income or
       loss.

       (d) In order for the Plan to comply with the requirements of Sections
       401(k), 402(g) and 415 of the Code and the regulations promulgated
       thereunder, at any time in a Plan Year the Administrator may reduce the
       rate of Deferral Contributions to be made on behalf of any Participant,
       or class of Participants, for the remainder of that Plan Year, or the
       Administrator may require that all Deferral Contributions to be made on
       behalf of a Participant be discontinued for the remainder of that Plan
       Year. Upon the close of the Plan Year or such earlier date as the
       Administrator may determine, any reduction or discontinuance in Deferral
       Contributions shall automatically cease until the Administrator again
       determines that such a reduction or discontinuance of Deferral
       Contributions is required.

4.02.  ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS.

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

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

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

       (b) The following special rules apply for the purposes of this Section:

           (1) The ADP for any Participant who is a Highly Compensated Employee
           for the Plan Year and who is eligible to have Deferral Contributions
           (and Qualified Discretionary Contributions if treated as Deferral
           Contributions for purposes of the ADP test) allocated to his or her
           accounts under two or more arrangements described in Section 401(k)
           of the Code that are maintained by the Employer, shall be determined
           as if such Deferral Contributions (and, if applicable, such Qualified
           Discretionary Contributions) were made under a single arrangement. If
           a 


                                       13
<PAGE>   18

         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. Notwithstanding the
         foregoing, certain plans shall be treated as separate if mandatorily
         disaggregated under regulations under Section 401(k) of the Code.

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

         (3) For purposes of determining the ADP of a Participant who is a
         5-percent owner or one of the ten most highly-paid Highly Compensated
         Employees, the Deferral Contributions (and Qualified Discretionary
         Contributions if treated as Deferral Contributions for purposes of the
         ADP test) and Compensation of such Participant shall include the
         Deferral Contributions (and, if applicable, Qualified Discretionary
         Contributions) and Compensation for the Plan Year of Family Members (as
         defined in Section 414(q)(6) of the Code). Family Members, with respect
         to between the end of the Plan Year and the date of distribution shall
         be disregarded in determining income or loss.

         Excess Contributions shall be distributed from the Participant's
Qualified Discretionary Contribution account only to the extent that such Excess
Contributions exceed the balance in the Participant's Deferral Contributions
account.

         (4) For purposes of determining the ADP test, Deferral Contributions
         and Qualified Discretionary Contributions must be made before the last
         day of the twelve-month period immediately following the Plan Year to
         which contributions relate.

         (5) The Employer shall maintain records sufficient to demonstrate
         satisfaction of the ADP test and the amount of Qualified Discretionary
         Contributions used in such test.

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

     (c) The following definitions shall apply for purposes of this Section:

         (1) "Actual Deferral Percentage" shall mean, for a specified group of
         Participants for a Plan Year, the average of the ratios 



                                       14
<PAGE>   19

         (calculated separately for each Participant in such group) of (A) the
         amount of Employer contributions actually paid over to the Trust on
         behalf of such Participant for the Plan Year to (B) the Participant's
         Compensation for such Plan Year. Employer contributions on behalf of
         any Participant shall include (i) any Deferral Contributions made
         pursuant to the Participant's deferral election, including Excess
         Deferrals of Highly Compensated Employees, but excluding (a) Excess
         Deferrals of Non-highly Compensated Employees that arise solely from
         Deferral Contributions made under the Plan or plans of the Employer and
         (b) Deferral Contributions that are taken into account in the
         Contribution Percentage test (provided the ADP test is satisfied both
         with and without exclusion of these Deferral Contributions) and (ii) at
         the election of the Employer, Qualified Discretionary Contributions.
         Matching Contributions, whether or not non-forfeitable when made, shall
         not be considered as Employer Contributions for purposes of this
         paragraph. For purposes of computing Actual Deferral Percentages, an
         Employee who would be a Participant but for the failure to make
         Deferral Contributions shall be treated as a Participant on whose
         behalf no Deferral Contributions are made.

         (2) "Excess Contributions" shall mean, with respect to any Plan Year,
         the excess of

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

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

         (3) "Qualified Discretionary Contributions" shall mean contributions
         made by the Employer as elected in Section 1.05(b)(4) and allocated to
         Participant Accounts of Non-highly Compensated Employees that such
         Participants may not elect to receive in cash until distributed from
         the Plan, that are nonforfeitable when made, and that are distributable
         only in accordance with the distribution provisions that are applicable
         to Deferral Contributions. Participants shall not be required to
         satisfy any hours of service or employment requirement in order to
         receive an allocation of such contributions.

       (d) Notwithstanding any other provision 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. 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 ten- (10-) percent excise tax will be imposed on
       the Employer maintaining the Plan with respect to such amounts. Such


                                       15
<PAGE>   20

       distributions shall be made to Highly Compensated Employees on the basis
       of the respective portions of the Excess Contributions attributable to
       each of such employees. Excess Contributions of Participants who are
       subject to the family member aggregation rules of Section 414(q)(6) of
       the Code shall be allocated among the family members in proportion to the
       Deferral Contributions (and amounts treated as Deferral Contributions) of
       each family member that is combined to determine the combined ADP.

       Excess Contributions shall be treated as annual additions under the Plan.

       Excess Contributions shall be adjusted for any income or loss up to the
       date of distribution. The income or loss allocable to Excess
       Contributions is (1) income or loss allocable to the Participant's
       Deferral Contribution Account (and if applicable, the Qualified
       Discretionary Contribution Account) for the Plan Year multiplied by a
       fraction, the numerator of which is such Participant's Excess
       Contributions for the year and the denominator is the Participant's
       Account balance attributable to Deferral Contributions without regard to
       any income or loss occurring during such Plan Year, or (2) an amount
       determined under any reasonable method, provided that such method is used
       consistently for all Participants in calculating any distributions
       required under Section 4.02(d) and Sections 4.01(c) and 4.04(d) for the
       Plan Year, and is used by the Plan in allocating income or loss to the
       Participants' Accounts. Income or loss allocable to the period between
       the end of the Plan Year and the date of distibution shall be disregarded
       in determining income or loss.

       Excess Contributions shall be distributed from the Participant's
       Qualified Discretionary Contribution Account only to the extent that such
       Excess Contributions exceed the balance in the Participant's Deferral
       Contributions Account.

4.03 MATCHING CONTRIBUTIONS: If so provided by the Employer in Section 1.05(c),
the Employer shall make a Matching Contribution on behalf of each Participant
who had Deferral Contributions made on his behalf during the year and who meets
the requirement, if any, of Section 1.05(c)(4). The amount of the Matching
Contribution shall be determined in accordance with Section 1.05(c), subject to
the limitations set forth in Section 4.04 and Section 404 of the Code. Matching
Contributions will not be allowed to be made by the Employer on any voluntary
non-deductible Employee Contributions.

4.04  LIMIT ON MATCHING CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS:

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


                                       16
<PAGE>   21

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

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

       (b) The following special rules apply for purposes of this section:

           (1) If one or more Highly Compensated Employees participate in both a
           qualified cash or deferred arrangement described in Section 401(k) of
           the Code (hereafter "CODA") and a plan subject to the ACP test
           maintained by the Employer and the sum of the ADP and ACP of those
           Highly Compensated Employees subject to either or both tests exceeds
           the Aggregate Limit, then the ACP of those Highly Compensated
           Employees who also participate in a CODA will be reduced (beginning
           with such Highly Compensated Employee whose ACP is the highest) so
           that the limit is not exceeded. The amount by which each Highly
           Compensated Employee's Contribution Percentage Amounts 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 and ACP tests. 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 of the
           Non-highly Compensated Employees.

           (2) For purposes of this section, the Contribution Percentage for any
           Participant who is a Highly Compensated Employee and who is eligible
           to have Contribution Percentage Amounts allocated to his or her
           account under two or more plans described in section 401(a) of the
           Code, or arrangements described in section 401(k) of the Code that
           are maintained by the Employer, shall be determined as if the total
           of such Contribution Percentage Amounts was made under each plan. If
           a Highly Compensated Employee participates in two or more 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. Notwithstanding the
           foregoing, certain plans shall be treated as separate if mandatorily
           disaggregated under regulations under Section 401(m) of the Code.

           (3) In the event that this Plan satisfies the requirements of
           Sections 401(m), 401(a)(4) or 410(b) of the Code only if aggregated
           with one or more other plans, or if one or more other plans satisfy
           the requirements of such sections of the Code only


                                       17
<PAGE>   22

           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. For plan years beginning after December 31,
           1989, plans may be aggregated in order to satisfy Section 401(m) of
           the Code only if they have the same Plan Year.

           (4) For purposes of determining the Contribution percentage of a
           Participant who is a five-percent owner or one of the ten most
           highly-paid Highly Compensated Employees, the Contribution Percentage
           Amounts and Compensation of such Participant shall include the
           Contribution Percentage Amounts and Compensation for the Plan Year of
           family members (as defined in Section 414(q)(6) of the Code). Family
           members, with respect to Highly Compensated Employees, shall be
           disregarded as separate Employees in determining the Contribution
           Percentage both for Participants who are Non-highly Compensated
           Employees and for Participants who are Highly Compensated Employees.

           (5) For purposes of determining the Contribution Percentage test,
           Employee Contributions made pursuant to Section 1.05(d)(1) are
           considered to have been made in the Plan Year in which contributed to
           the Trust. Matching Contributions and Qualified Discretionary
           Contributions will be considered made for a Plan Year if made no
           later than the end of the twelve-month period beginning on the day
           after the close of the Plan Year.

           (6) The Employer shall maintain records sufficient to demonstrate
           satisfaction of the ACP test and the amount of Qualified
           Discretionary Contributions used in such test.

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

       (c) The following definitions shall apply for purposes of this Section:

           (1) "Aggregate Limit" shall mean the greater of (A) or (B) where (A)
           is the sum of (i) 125 percent of the greater of the ADP of the
           Non-highly Compensated Employees for the Plan Year or the ACP of
           Non-highly Compensated Employees under the Plan subject to Section
           401(m) of the Code for the Plan Year beginning with or within the
           Plan Year of the CODA and (ii) the lesser of 200% or two plus the
           lesser of such ADP or ACP and where (B) is the sum of (i) 125 percent
           of the lesser of the ADP of the Non-highly Compensated Employees for
           the Plan Year or the ACP of Non-highly Compensated Employees under
           the Plan subject to Section 401(m) of the Code for the Plan Year
           beginning with or within the Plan Year of the CODA and (ii) the
           lesser of 200% or two plus the greater of such ADP or ACP.


                                       18
<PAGE>   23

           (2) "Average Contribution Percentage" or "ACP" shall mean the average
           of the Contribution Percentages of the Eligible Participants in a
           group.

           (3) "Contribution Percentage" shall mean the ratio (expressed as a
           percentage) of the Participant's Contribution Percentage Amounts to
           the Participant's Compensation for the Plan Year.

           (4) "Contribution Percentage Amounts" shall mean the sum of the
           Employee Contributions and Matching Contributions made under the plan
           on behalf of the 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 Deferrals, Excess
           Contributions or Excess Aggregate Contributions. If so elected by the
           Employer in Section 1.05(b)(4), the Employer may include Qualified
           Discretionary Contributions in the Contribution Percentage Amounts.
           The Employer also may elect to use Deferral Contributions in the
           Contribution Percentage Amounts so long as the ADP test is met before
           the Deferral Contributions are used in the ACP test and continues to
           be met following the exclusion of those Deferral Contributions that
           are used to meet the ACP test.

           (5) "Deferral Contribution" shall mean any contribution made at the
           election of the Participant pursuant to a salary reduction agreement
           in accordance with Section 4.01(a).

           (6) "Eligible Participant" shall mean any Employee who is eligible to
           make an Employee Contribution, or a Deferral Contribution (if the
           Employer takes such contributions into account in the calculation of
           the Contribution Percentage), or to receive a Matching Contribution.

           (7) "Employee Contribution" shall mean any voluntary non-deductible
           contribution made to the plan by or on behalf of a Participant that
           is included in the Participant's gross income in the year in which
           made and that is maintained in a separate Account to which earnings
           and losses are allocated.

           (8) "Matching Contribution" shall mean an Employer contribution made
           to this or any other defined contribution plan on behalf of a
           Participant on account of a Participant's Deferral Contribution.

           (9) "Excess Aggregate Contributions" shall mean, with respect to any
           Plan Year, the excess of

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


                                       19
<PAGE>   24

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

                    Such determination shall be made after first determining
                Excess Deferrals pursuant to Section 4.01 and then determining
                Excess Contributions pursuant to Section 4.02.

       (d) Notwithstanding any other provision of the Plan, Excess Aggregate
       Contributions, plus any income and minus any loss allocable thereto,
       shall be forfeited, if forfeitable, or if not forfeitable, distributed no
       later than the last day of each Plan Year to Participants to whose
       Accounts such Excess Aggregate Contributions were allocated for the
       preceding Plan Year. Excess Aggregate Contributions of Participants who
       are subject to the family member aggregation rules of Section 414(q)(6)
       of the Code shall be allocated among the family members in proportion to
       the Employee and Matching Contributions of each family member that is
       combined to determine the combined ACP. 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 ten (10) percent
       excise tax will be imposed on the employer maintaining the Plan with
       respect to those amounts. Excess Aggregate Contributions shall be treated
       as annual additions under the Plan.

           Excess Aggregate Contributions shall be adjusted for any income or
       loss up to the date of distribution. The income or loss allocable to
       Excess Aggregate Contributions is (1) income or loss allocable to the
       Participant's Employee Contribution Account, Matching Contribution
       Account (if any, and if all amounts therein are not used in the ADP test)
       and if applicable, Qualified Non-elective Contribution Account for the
       Plan Year multiplied by a fraction, the numerator of which is such
       Participant's Excess Aggregate Contributions for the year and the
       denominator is the Participant's Account balance(s) attributable to
       Contribution Percentage Amounts without regard to income or loss
       occurring during such Plan Year, or (2) such other amount determined
       under any reasonable method, provided that such method is used
       consistently for all Participants in calculating any distributions
       required under Section 4.04(d) and Sections 4.01(c) and 4.02(d) for the
       Plan Year, and is used by the Plan in allocating income or loss to the
       Participants' Accounts. Income or loss allocable to the period between
       the end of the Plan Year and the date of distribution shall be
       disregarded in determining income or loss.

           Forfeitures of Excess Aggregate Contributions shall be applied to
       reduce Employer contributions; the forfeitures shall be held in the money
       market fund, if any, listed in Section 1.14(b) pending such application.

           Excess Aggregate Contributions shall be forfeited, if forfeitable, or
       distributed on a PRORATA basis from the 


                                       20
<PAGE>   25

       Participant's Employee Contribution Account, Matching Contribution
       Account and if applicable, the Participant's Deferral Contributions
       Account or Qualified Discretionary Contribution Account or both.

4.05. SPECIAL RULES. Deferral Contributions and Qualified Discretionary
Contributions and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with such
Participant's or beneficiary's or beneficiaries' election, earlier than upon
separation from service, death, or disability, except as otherwise provided in
Section 7.10, 7.11 or 10.06. Such amounts may also be distributed, but after
March 31, 1988, in the form of a lump sum only, upon

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

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

                (c) The disposition by a corporation to an unrelated entity of
       such corporation's interest in a subsidiary (within the meaning of
       Section 409(d)(2) of the Code) if such corporation continues to maintain
       this Plan, but only with respect to Employees who continue employment
       with such subsidiary.

       The Participant's accrued benefit derived from Deferral Contributions,
Qualified Discretionary Contributions and Employee Contributions (as defined in
Section 4.09) is nonforfeitable. Separate Accounts for Deferral Contributions,
Qualified Discretionary Contributions, Employee Contributions and Matching
Contributions will be maintained for each Participant. Each Account will be
credited with the applicable contributions and earnings thereon.

4.06. FIXED/DISCRETIONARY EMPLOYER CONTRIBUTIONS. If so provided by the Employer
in Sections 1.05(a)(1) or 1.05(a)(2), for the Plan Year in which the Plan is
adopted and for each Plan Year thereafter, the Employer will make Fixed or
Discretionary Employer contributions to the Trust in accordance with Section
1.05 to be allocated as follows:

                (a) Fixed Employer contributions shall be allocated among
       eligible Participants (as determined in accordance with Section
       1.05(a)(3)) in the manner specified in Section 1.05(a).

                (b) Discretionary Employer contributions shall be allocated
       among eligible Participants, as determined in accordance with Section
       1.05(a)(3), as follows:


                                       21
<PAGE>   26

                          (1) If the Non-Integrated Formula is elected in
                          Section 1.05(a)(2)(A), such contributions shall be
                          allocated to eligible Participants in the ratio that
                          each Participant's Compensation bears to the total
                          Compensation paid to all eligible Participants for the
                          Plan Year; or

                         (2) If the Integrated Formula is elected in Section
                         1.05(a)(2)(B), such contributions shall be allocated 
                         in the following steps:

                              (A) First, to each eligible Participant in the
                              same ratio that the sum of the Participant's
                              Compensation and Excess Compensation for the Plan
                              Year bears to the sum of the Compensation and
                              Excess Compensation of all Participants for the
                              Plan Year. This allocation as a percentage of the
                              sum of each Participant's Compensation and Excess
                              Compensation shall not exceed 5.7%.

                              (B) Any remaining Discretionary Employer
                              Contribution shall be allocated to each eligible
                              Participant in the same ratio that each
                              Participant's Compensation for the Plan Year bears
                              to the total Compensation of all Participants for
                              the Plan Year.

                         For purposes of this Section, "Excess Compensation"
                         means Compensation in excess of the taxable wage base,
                         as determined under Section 230 of the Social Security
                         Act, in effect on the first day of the Plan Year.
                         Further, this Section 4.06(b)(2) shall be modified as
                         provided in Section 9.03 for years in which the Plan is
                         top heavy under Article 9.

4.07. TIME OF MAKING EMPLOYER CONTRIBUTIONS. The Employer will pay its
contribution for each Plan Year not later than the time prescribed by law for
filing the Employer's federal income tax return for the fiscal (or taxable) year
with or within which such Plan Year ends (including extensions thereof). The
Trustee will have no authority to inquire into the correctness of the amounts
contributed and paid over to the Trustee, to determine whether any contribution
is payable under this Article 4, or to enforce, by suit or otherwise, the
Employer's obligation, if any, to make a contribution to the Trustee.

4.08. RETURN OF EMPLOYER CONTRIBUTIONS. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
14.22. Such amount shall be reduced by amounts attributable thereto which have
been credited to the Accounts of Participants who have since received
distributions from the Trust, except to the extent such amounts continue to be
credited to such Participants' Accounts at the time the amount is returned to
the Employer. Such amount shall also be reduced by the losses of the Trust

                                       22
<PAGE>   27

attributable thereto, if and to the extent such losses exceed the gains and
income attributable thereto, but will not be increased by the gains and income
of the Trust attributable thereto, if and to the extent such gains and income
exceed the losses attributable thereto. In no event will the return of a
contribution hereunder cause the balance of the individual Account of any
Participant to be reduced to less than the balance which would have been
credited to the Account had the mistaken amount not been contributed.

4.09. EMPLOYEE CONTRIBUTIONS. If the Employer elected to permit Deferral
Contributions in Section 1.05(b) and if so provided by the Employer in Section
1.05(d), each Participant may elect to make Employee Contributions to the Plan
in accordance with the rules and procedures established by the Employer and in
an amount not less than one percent (1%) and not greater than ten percent (10%)
of such Participant's Compensation for the Plan Year. Such contributions and all
Employee Contributions for Plan Years beginning after December 31, 1986, shall
be subject to the nondiscrimination requirements of Section 401(m) of the Code
as set forth in Section 4.04.

        For purposes of this Plan, "Employee Contributions" shall mean any
voluntary non-deductible contribution made to a plan by or on behalf of a
Participant that is or was included in the Participant's gross income in the
year in which made and that is maintained under a separate account to which
applicable earnings and losses are allocated. Excess Contributions may not be
recharacterized as Employee Contributions.

        Employee Contributions shall be paid over to the Trustee not later than
thirty (30) days following the end of the month in which the Participant makes
the contribution. A Participant shall have a fully vested 100% nonforfeitable
right to his Employee Contributions and the earnings or losses allocated
thereon. Distributions of Employee Contributions shall be made in accordance
with Section 7.10.

4.10.  ROLLOVER CONTRIBUTIONS.

        (a)ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

           (1) An Employee who is or was a distributee of an "eligible rollover
           distribution"(as defined in Section 402(c)(4) of the Code and the
           regulations issued thereunder) from a qualified plan may directly
           transfer all or any portion of such distribution to the Trust or
           transfer all or any portion of such distribution to the Trust within
           sixty (60) days of payment. The transfer shall be made in the form of
           cash or allowable Fund Shares only.

           (2) The Employer may refuse to accept rollover contributions or
           instruct the Trustee not to accept rollover contributions under the
           Plan.

       (b) TREATMENT OF ROLLOVER AMOUNT.


                                       23
<PAGE>   28

           (1) An account will be established for the transferring Employee
           under Article 5, the rollover amount will be credited to the account
           and such amount will be subject to the terms of the Plan, including
           Section 8.01, except as otherwise provided in this Section 4.10.

           (2) The rollover account will at all times be fully vested in and
           nonforfeitable by the Employee.

       (c) ENTRY INTO PLAN BY TRANSFERRING EMPLOYEE. Although an amount may be
       transferred to the Trust Fund under this Section 4.10 by an Employee who
       has not yet become a Participant in accordance with Article 3, and such
       amount is subject to the terms of the Plan as described in paragraph (b)
       above, the Employee will not become a Participant entitled to share in
       Employer contributions until he has satisfied such requirements.

       (d) MONITORING OF ROLLOVERS.

           (1) The Administrator shall develop such procedures and require such
           information from transferring Employees as it deems necessary to
           insure that amounts transferred under this Section 4.10 meet the
           requirements for tax-free rollovers established by such Section and
           by Section 402(c) of the Code. No such amount may be transferred
           until approved by the Administrator.

           (2) If a transfer made under this Section 4.10 is later determined by
           the Administrator not to have met the requirements of this Section or
           of the Code or Treasury regulations, the Trustee shall, within a
           reasonable time after such determination is made, and on instructions
           from the Administrator, distribute to the Employee the amounts then
           held in the Trust attributable to the transferred amount.

4.11. DEDUCTIBLE VOLUNTARY EMPLOYEE CONTRIBUTIONS. The Administrator will not
accept deductible Employee Contributions which are made for a taxable year
beginning after December 31, 1986. Contributions made prior to that date will be
maintained in a separate Account which will be nonforfeitable at all times and
which will share in the gains and losses of the trust in the same manner as
described in Section 5.02. No part of the deductible voluntary contribution
Account will be used to purchase life insurance. Subject to Article 8, the
Participant may withdraw any part of the deductible voluntary contribution
Account upon request.

4.12. ADDITIONAL RULES FOR PAIRED PLANS. If the Employer has adopted a qualified
plan under Fidelity Basic Plan Document No. 09 which is to be considered as a
paired plan with this Plan, the elections in Section 1.03 must be identical to
the Employer's corresponding elections for the other plan. When the paired plans
are top-heavy or are deemed to be top-heavy as provided in Section 9.01, the
plan paired with this Plan will provide a minimum contribution to each non-key
Employee which is equal to 3 percent (or such other percent elected by the
Employer in Section 1.12(c)) of such Employee's Compensation. Notwithstanding
the 

                                       24
<PAGE>   29

preceding sentence, the minimum contribution shall be provided by this Plan if
contributions under the other plan paired with this Plan are frozen.

ARTICLE 5.  PARTICIPANTS' ACCOUNTS.

5.01. INDIVIDUAL ACCOUNTS. The Administrator will establish and maintain an
Account for each Participant which will reflect Employer and Employee
Contributions made on behalf of the Participant and earnings, expenses, gains
and losses attributable thereto, and investments made with amounts in the
Participant's Account. The Administrator will establish and maintain such other
accounts and records as it decides in its discretion to be reasonably required
or appropriate in order to discharge its duties under the Plan.

5.02. VALUATION OF ACCOUNTS. Participant Accounts will be valued at their fair
market value at least annually as of a date specified by the Administrator in
accordance with a method consistently followed and uniformly applied, and on
such date earnings, expenses, gains and losses on investments made with amounts
in each Participant's Account will be allocated to such Account. Participants
will be furnished statements of their Account values at least once each Plan
Year.

5.03. CODE SECTION 415 LIMITATIONS. Notwithstanding any other provisions of the
Plan:

        Subsections (a)(1) through (a)(4)--(THESE SUBSECTIONS APPLY TO EMPLOYERS
WHO DO NOT MAINTAIN ANY QUALIFIED PLAN, INCLUDING A WELFARE BENEFIT FUND, AN
INDIVIDUAL MEDICAL ACCOUNT, OR A SIMPLIFIED EMPLOYEE PENSION IN ADDITION TO THIS
PLAN.)

        (a)(1) If the Participant does not participate in, and has never
        participated in any other qualified plan, Welfare Benefit Fund,
        Individual Medical Account, or a simplified employee pension, as defined
        in section 408(k) of the Code, maintained by the Employer, which
        provides an annual addition as defined in Section 5.03(e)(1), the amount
        of Annual Additions to a Participant's Account for a 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 will be reduced so that the Annual Additions for the
        Limitation Year will equal the Maximum Permissible Amount.

        (a)(2) Prior to the determination of the Participant's actual
        Compensation for a Limitation Year, the Maximum Permissible Amount may
        be determined on the basis of a reasonable estimation of the
        Participant's compensation for such Limitation Year, uniformly
        determined for all Participants similarly situated. Any Employer
        contributions based on estimated annual compensation shall be reduced by
        any Excess Amounts carried over from prior years.


                                       25
<PAGE>   30

        (a)(3) As soon as is administratively feasible after the end of the
        Limitation Year, the Maximum Permissible Amount for such Limitation Year
        shall be determined on the basis of the Participant's actual
        Compensation for such Limitation Year.

        (a)(4) If, pursuant to subsection (a)(3) or as a result of the
        allocation of forfeitures or a reasonable error in determining the total
        Elective Deferrals there is an Excess Amount with respect to a
        Participant for a Limitation Year, such Excess Amount shall be disposed
        of as follows:

              (A) Any nondeductible voluntary employee contributions ("employee
        contributions") or Elective Deferrals, to the extent they would reduce
        the Excess Amount, will be returned to the Participant. Any gains
        attributable to returned employee contributions will also be returned or
        will be treated as additional employee contributions for the Limitation
        Year in which the employee contributions were made.

              (B) If after the application of paragraph (A) an Excess amount
        still exists and the Participant is in the service of the Employer which
        is covered by the Plan at the end of the Limitation Year, then such
        Excess Amount shall be reapplied to reduce future Employer contributions
        under this Plan for the next Limitation Year (and for each succeeding
        year, as necessary) for such Participant, so that in each such Year the
        sum of actual Employer contributions plus the reapplied amount shall
        equal the amount of Employer contributions which would otherwise be made
        to such Participant's Account.

              (C) If after the application of paragraph (A) an Excess Amount
        still exists and the Participant is not in the service of the Employer
        which is covered by the Plan at the end of a Limitation Year, then such
        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.

              (D) If a suspense account is in existence at any time during the
        Limitation Year pursuant to this subsection, it will not participate in
        the allocation of the Trust Fund's investment gains and losses. All
        amounts in the suspense account must be allocated to the Accounts of
        Participants before any Employer contribution may be made for the
        Limitation Year. Except as provided in paragraph (A), Excess Amounts may
        not be distributed to Participants or former Participants.

        Subsections (b)(1) through (b)(6)--(THESE SUBSECTIONS APPLY TO EMPLOYERS
WHO, IN ADDITION TO THIS PLAN, MAINTAIN ONE OR MORE PLANS, ALL OF WHICH ARE
QUALIFIED MASTER OR PROTOTYPE DEFINED CONTRIBUTION PLANS, ANY WELFARE BENEFIT
FUND, ANY INDIVIDUAL MEDICAL ACCOUNT, OR ANY SIMPLIFIED EMPLOYEE PENSION.)


                                       26
<PAGE>   31

        (b)(1) If, in addition to this Plan, the Participant is covered under
        any other qualified defined contribution plans (all of which are
        qualified Master or Prototype Plans), Welfare Benefit Funds, Individual
        Medical Accounts, or simplified employee pension Plans, maintained by
        the Employer, that provide an annual addition as defined in Section
        5.03(e)(1), the amount of Annual Additions to a Participant's Account
        for a Limitation Year shall not exceed the lesser of

              (A) the Maximum Permissible Amount, reduced by the sum of any
        Annual Additions to the Participant's accounts for the same Limitation
        Year under such other qualified Master or Prototype defined contribution
        plans, and Welfare Benefit Funds, Individual Medical Accounts, and
        simplified employee pensions, or

              (B) any other limitation contained in this Plan.

        If the annual additions with respect to the Participant under other
        qualified Master or Prototype 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 Master or
        Prototype 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.

        (b)(2) Prior to the determination of the Participant's actual
        Compensation for the Limitation Year, the amounts referred to in
        (b)(1)(A) above may be determined on the basis of a reasonable
        estimation of the Participant's compensation for such Limitation Year,
        uniformly determined for all Participants similarly situated. Any
        Employer contribution based on estimated annual compensation shall be
        reduced by any Excess Amounts carried over from prior years.

        (b)(3) As soon as is administratively feasible after the end of the
        Limitation Year, the amounts referred to in (b)(1)(A) shall be
        determined on the basis of the Participant's actual Compensation for
        such Limitation Year.

        (b)(4) If a Participant's Annual Additions under this Plan and all such
        other plans result in an Excess Amount, such Excess Amount shall be
        deemed to consist of the Annual Additions last allocated, except that
        Annual Additions attributable to a simplified employee 


                                       27
<PAGE>   32

        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.

        (b)(5) If an Excess Amount was allocated to a Participant on an
        allocation date of this Plan which coincides with an allocation date of
        another plan, the Excess Amount attributed to this Plan will be the
        product of

              (A) the total Excess Amount allocated as of such date (including
              any amount which would have been allocated but for the limitations
              of Section 415 of the Code), and

              (B) the ratio of (i) the Annual Additions allocated to the
              Participant as of such date under this Plan, and (ii) the Annual
              Additions allocated as of such date under all qualified defined
              contribution plans (determined without regard to the limitations
              of Section 415 of the Code).

        (b)(6) Any Excess Amounts attributed to this Plan shall be disposed of
        as provided in subsection (a)(4).

        Subsection (c)--(THIS SUBSECTION APPLIES ONLY TO EMPLOYERS WHO, IN
ADDITION TO THIS PLAN, MAINTAIN ONE OR MORE QUALIFIED PLANS WHICH ARE QUALIFIED
DEFINED CONTRIBUTION PLANS OTHER THAN MASTER OR PROTOTYPE PLANS.)

       (c) If the Employer also maintains another plan which is a qualified
       defined contribution plan other than a Master or Prototype Plan, Annual
       Additions allocated under this Plan on behalf of any Participant shall be
       limited in accordance with the provisions of (b)(1) through (b)(6), as
       though the other plan were a Master or Prototype Plan, unless the
       Employer provides other limitations in the Adoption Agreement.

        Subsection (d)--(THIS SUBSECTION APPLIES ONLY TO EMPLOYERS WHO, IN
ADDITION TO THIS PLAN, MAINTAIN OR AT ANY TIME MAINTAINED A QUALIFIED DEFINED
BENEFIT PLAN.)

       (d) If the Employer maintains, or at any time maintained, a qualified
       defined benefit plan, the sum of any Participant's Defined Benefit
       Fraction and Defined Contribution Fraction shall not exceed the combined
       plan limitation of 1.0 in any Limitation Year. The combined plan
       limitation will be met as provided by the Employer in the Adoption
       Agreement.

       SUBSECTIONS (e)(1) THROUGH (e)(11)--(DEFINITIONS.)

       (e)(1) "Annual Additions" means the sum of the following amounts
       credited to a Participant for a Limitation Year:

              (A)  all Employer contributions,

              (B)  all Employee Contributions,


                                       28
<PAGE>   33

              (C)  all forfeitures,

              (D) amounts allocated, after March 31, 1984, to an Individual
              Medical Account which is part of a pension or annuity plan
              maintained by the Employer are treated as Annual Additions to a
              defined contribution plan. Also, 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 Section 419A(d)(3) of the Code,
              under a Welfare Benefit Fund maintained by the Employer are
              treated as Annual Additions to a defined contribution plan, and

              (E) allocations under a simplified employee pension.

              For purposes of this Section 5.03, amounts reapplied to reduce
        Employer contributions under subsection (a)(4) shall also be included as
        Annual Additions.

        (e)(2) "Compensation" means wages as defined in Section 3401(a) of the
        Code 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 Sections 6041(d) and 6051(a)(3) of the Code. Compensation must be
        determined without regard to any rules under Section 3401(a) of the Code
        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 Section 3401(a)(2) of the Code.)

        For any Self-Employed Individual compensation will mean Earned Income.

        For limitation years beginning after December 31, 1991, for purposes of
        applying the limitations of this article, compensation for a limitation
        year is the compensation actually paid or made available during such
        limitation year.

        (e)(3) "Defined Benefit Fraction" means a fraction, the numerator of
        which is the sum of the Participant's annual benefits (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) under all the defined benefit plans (whether
        or not terminated) maintained by the Employer, each such annual benefit
        computed on the assumptions that the Participant will remain in
        employment until the normal retirement age under each such plan (or the
        Participant's current age, if later) and that all other factors used to
        determine benefits under such plan will remain constant for all future
        Limitation Years, and the denominator of which is the lesser of 125
        percent of the dollar limitation determined for the Limitation Year
        under Sections 


                                       29
<PAGE>   34

        415(b)(1)(A) and 415(d) of the Code or 140 percent of the
        Participant's highest average Compensation for 3 consecutive calendar
        years of service during which the Participant was active in each such
        plan, including any adjustments under Section 415(b) of the Code.
        However, if the Participant was a participant as of the first day of the
        first Limitation Year beginning after December 31, 1986, in one or more
        defined benefit plans maintained by the Employer which were in existence
        on May 6, 1986 then the denominator of the Defined Benefit Fraction
        shall not be less than 125 percent of the Participant's total accrued
        benefit as of the close of the last Limitation Year beginning before
        January 1, 1987, disregarding any changes in the terms and conditions of
        the plan after May 5, 1986, under all such defined benefit plans that
        met, individually and in the aggregate, the requirements of Section 415
        of the Code for all Limitation Years beginning before January 1, 1987.

        (e)(4) "Defined Contribution Fraction" means a fraction, the numerator
        of which is the sum for the current and all prior Limitation Years of
        (A) all Annual Additions (if any) to the Participant's accounts under
        each defined contribution plan (whether or not terminated) maintained by
        the Employer and (B) all 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 Participant's 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 aggregate amounts for the current and all prior
        Limitation Years during which the Participant was an Employee
        (regardless of whether the Employer maintained a defined contribution
        plan in any such year).

              The maximum aggregate amount in any Limitation Year is the lesser
        of 125 percent of the dollar limitation in effect under Section
        415(c)(1)(A) of the Code for each such year or 35 percent of the
        Participant's Compensation for each such year.

              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 contribution plans maintained by the Employer which were in
       existence on May 6, 1986, then the numerator of the Defined Contribution
       Fraction shall 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 and (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 6, 1986, but using the Section 415 limitation
       applicable to the first Limitation Year beginning on or after January 1,
       1987.


                                       30
<PAGE>   35

              The annual addition for any limitation year beginning before
        January 1, 1987 shall not be recomputed to treat all employee
        contributions as annual additions.

        (e)(5) "Employer" means the Employer and any Related Employer that
        adopts this Plan. In the case of a group of employers which constitutes
        a controlled group of corporations (as defined in Section 414(b) of the
        Code as modified by Section 415(h)) or which constitutes trades or
        businesses (whether or not incorporated) which are under common control
        (as defined in Section 414(c) of the Code as modified by Section 415(h)
        of the Code) or which constitutes an affiliated service group (as
        defined in Section 414(m)of the Code) and any other entity required to
        be aggregated with the Employer pursuant to regulations issued under
        Section 414(o) of the Code, all such employers shall be considered a
        single employer for purposes of applying the limitations of this Section
        5.03.

        (e)(6) "Excess Amount" means the excess of the Participant's Annual
        Additions for the Limitation Year over the Maximum Permissible Amount.

        (e)(7) "Individual Medical Account" means an individual medical account
        as defined in Section 415(l)(2) of the Code.

        (e)(8) "Limitation Year" means the Plan Year. All qualified plans of the
        Employer must use the same Limitation Year. If the Limitation Year is
        amended to a different 12-consecutive month period, the new Limitation
        Year must begin on a date within the Limitation Year in which the
        amendment is made.

        (e)(9) "Master or Prototype Plan" means a plan the form of which is the
        subject of a favorable opinion letter from the Internal Revenue Service.

        (e)(10) "Maximum Permissible Amount" means for a Limitation Year with
        respect to any Participant the lesser of (A) $30,000 or, if greater, 25
        percent of the dollar limitation set forth in Section 415(b)(1) of the
        Code, as in effect for the Limitation Year, or (B) 25 percent of the
        Participant's Compensation for the Limitation Year. If a short
        Limitation Year is created because of an amendment changing the
        Limitation Year to a different 12-consecutive-month period, the Maximum
        Permissible Amount will not exceed the limitation in (e)(10)(A)
        multiplied by a fraction whose numerator is the number of months in the
        short Limitation Year and whose denominator is 12.

              The compensation limitation referred to in subsection (e)(10)(B)
       shall not apply to any contribution for medical benefits within the
       meaning of Section 401(h) or Section 419A(f)(2) of the Code after
       separation from service which is otherwise treated as an Annual Addition
       under Section 419A(d)(2) or Section 415(l)(1) of the Code.


                                       31
<PAGE>   36

        (e)(11) "Welfare Benefit Fund" means a welfare benefit fund as defined
        in Section 419(e) of the Code.

ARTICLE 6.  INVESTMENT OF CONTRIBUTIONS.

6.01. MANNER OF INVESTMENT. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. The Accounts of
Participants shall be invested and reinvested only in eligible investments
selected by the Employer in Section 1.14(b), subject to Section 14.10.

6.02. INVESTMENT DECISIONS. Investments shall be directed by the Employer or by
each Participant or both, in accordance with the Employer's election in Section
1.14(a). Pursuant to Section 14.04, the Trustee shall have no discretion or
authority with respect to the investment of the Trust Fund.

       (a) With respect to those Participant Accounts for which Employer
       investment direction is elected, the Employer has the right to direct the
       Trustee in writing with respect to the investment and reinvestment of
       assets comprising the Trust Fund in the Fidelity Fund(s) designated in
       Section 1.14(b) and as allowed by the Trustee.

       (b) If Participant investment direction is elected, each Participant
       shall direct the investment of his Account among the Fidelity Funds
       listed in Section 1.14(b). The Participant shall file initial investment
       instructions with the Administrator, on such form as the Administrator
       may provide, selecting the Funds in which amounts credited to his Account
       will be invested.

           (1) Except as provided in this Section 6.02, only authorized Plan
           contacts and the Participant shall have access to a Participant's
           Account. While any balance remains in the Account of a Participant
           after his death, the Beneficiary of the Participant shall make
           decisions as to the investment of the Account as though the
           Beneficiary were the Participant. To the extent required by a
           qualified domestic relations order as defined in Section 414(p) of
           the Code, an alternate payee shall make investment decisions with
           respect to a Participant's Account as though such alternate payee
           were the Participant.

           (2) If the Trustee receives any contribution under the Plan as to
           which investment instructions have not been provided, the Trustee
           shall promptly notify the Administrator and the Administrator shall
           take steps to elicit instructions from the Participant. The Trustee
           shall credit any such contribution to the Participant's Account and
           such amount shall be invested in the Fidelity Fund selected by the
           Employer for such purposes or, absent Employer selection, in the most
           conservative Fidelity Fund listed in Section 1.14(b), until
           investment instructions have been received by the Trustee.


                                       32
<PAGE>   37

       (c) All dividends, interest, gains and distributions of any nature
       received in respect of Fund Shares shall be reinvested in additional
       shares of that Fidelity Fund.

       (d) Expenses attributable to the acquisition of investments shall be
       charged to the Account of the Participant for which such investment is
       made.

6.03. PARTICIPANT DIRECTIONS TO TRUSTEE. All Participant initial investment
instructions filed with the Administrator pursuant to the provisions of Section
6.02 shall be promptly transmitted by the Administrator to the Trustee. A
Participant shall transmit subsequent investment instructions directly to the
Trustee by means of the telephone exchange system maintained by the Trustee for
such purposes. The method and frequency for change of investments will be
determined under the (a) rules applicable to the investments selected by the
Employer in Section 1.14(b) and (b) the additional rules of the Employer, if
any, limiting the frequency of investment changes, which are included in a
separate written administrative procedure adopted by the Employer and accepted
by the Trustee. The Trustee shall have no duty to inquire into the investment
decisions of a Participant or to advise him regarding the purchase, retention or
sale of assets credited to his Account.

ARTICLE 7.  RIGHT TO BENEFITS.

7.01. NORMAL OR EARLY RETIREMENT. Each Participant who attains his Normal
Retirement Age or, if so provided by the Employer in Section 1.06(b), Early
Retirement Age, will have a 100-percent nonforfeitable interest in his Account
regardless of any vesting schedule elected in Section 1.07. If a Participant
retires upon the attainment of Normal or Early Retirement Age, such retirement
is referred to as a normal retirement. Upon his normal retirement the balance of
the Participant's Account, plus any amounts thereafter credited to his Account,
subject to the provisions of Section 7.08, will be distributed to him in
accordance with Article 8.

       If a Participant separates from service before satisfying the age
requirements for early retirement, but has satisfied the service requirement,
the Participant will be entitled to elect an early retirement distribution upon
satisfaction of such age requirement.

7.02. LATE RETIREMENT. If a Participant continues in the service of the Employer
after attainment of Normal Retirement Age, he will continue to have a
100-percent nonforfeitable interest in his Account and will continue to
participate in the Plan until the date he establishes with the Employer for his
late retirement. Until he retires, he has a continuing election to receive all
or any portion of his Account. Upon the earlier of his late retirement or the
distribution date required under Section 8.08, the balance of his Account, plus
any amounts


                                       33
<PAGE>   38

thereafter credited to his Account, subject to the provisions of
Section 7.08, will be distributed to him in accordance with Article 8 below.

7.03. DISABILITY RETIREMENT. If so provided by the Employer in Section 1.06(c),
a Participant who becomes disabled will have a 100-percent nonforfeitable
interest in his Account, the balance of which Account, plus any amounts
thereafter credited to his Account, subject to the provisions of Section 7.08,
will be distributed to him in accordance with Article 8 below. A Participant is
considered disabled if he cannot engage in any substantial, gainful activity
because of a medically determinable physical or mental impairment likely to
result in death or to be of a continuous period of not less than 12 months, and
terminates his employment with the Employer. Such termination of employment is
referred to as a disability retirement. Determinations with respect to
disability shall be made by the Administrator who may rely on the criteria set
forth in Section 1.06(c) as evidence that the Participant is disabled.

7.04. DEATH. Subject, if applicable, to Section 8.04, if a Participant dies
before the distribution of his Account has commenced, or before such
distribution has been completed, his Account shall become 100 percent vested and
his designated Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.08. Distribution
to the Beneficiary or Beneficiaries will be made in accordance with Article 8.

        A Participant may designate a Beneficiary or Beneficiaries, or change
any prior designation of Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form. In the case of a married Participant, the
Participant's spouse shall be deemed to be the designated Beneficiary unless the
Participant's spouse has consented to another designation in the manner
described in Section 8.03(d).

        A copy of the death notice or other sufficient documentation must be
filed with and approved by the Administrator. If upon the death of the
Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant's Account, such amount will be
paid to his surviving spouse or, if none, to his estate (such spouse or estate
shall be deemed to be the Beneficiary for purposes of the Plan). If a
Beneficiary dies after benefits to such Beneficiary have commenced, but before
they have been completed, and, in the opinion of the Administrator, no person
has been designated to receive such remaining benefits, then such benefits shall
be paid in a lump sum to the deceased Beneficiary's estate.

7.05. OTHER TERMINATION OF EMPLOYMENT. If a Participant terminates his
employment for any reason other than death or normal, late, or disability
retirement, he will be entitled to a termination benefit equal to the sum of (a)
the vested percentage(s) of the value of the Matching and/or Fixed/Discretionary
Contributions to his Account, as 

                                       34
<PAGE>   39

adjusted for income, expense, gain, or loss, such percentage(s) determined in
accordance with the vesting schedule(s) selected by the Employer in Section
1.07, and (b) the value of the Deferral, Employee, Qualified Discretionary and
Rollover Contributions to his Account as adjusted for income, expense, gain or
loss. The amount payable under this Section 7.05 will be subject to the
provisions of Section 7.08 and will be distributed in accordance with Article 8
below.

7.06. SEPARATE ACCOUNT. If a distribution from a Participant's Account has been
made to him at a time when he has a nonforfeitable right to less than 100
percent of his Account, the vesting schedule in Section 1.07 will thereafter
apply only to amounts in his Account attributable to Employer contributions
allocated after such distribution. The balance of his Account immediately after
such distribution will be transferred to a separate account which will be
maintained for the purpose of determining his interest therein according to the
following provisions.

       At any relevant time prior to a forfeiture of any portion thereof under
Section 7.07, a Participant's nonforfeitable interest in his Account held in a
separate account described in the preceding paragraph will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.07 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.

7.07. FORFEITURES. If a Participant terminates his employment, any portion of
his Account (including any amounts credited after his termination of employment)
not payable to him under Section 7.05 will be forfeited by him upon the complete
distribution to him of the vested portion of his Account, if any, subject to the
possibility of reinstatement as described in the following paragraph. For
purposes of this paragraph, if the value of an Employee's vested Account balance
is zero, the Employee shall be deemed to have received a distribution of his
vested interest immediately following termination of employment. Such
forfeitures will be applied to reduce the contributions of the Employer next
payable under the Plan (or administrative expenses of the Plan); the forfeitures
shall be held in a money market fund pending such application.

        If a Participant forfeits any portion of his Account under the preceding
paragraph but again becomes an Employee after such date, then the amount so
forfeited, without any adjustment for the earnings, expenses, or losses or gains
of the assets credited to his Account since the date forfeited, will be
recredited to his Account (or to a separate account as described in Section
7.06, if applicable) but only if he repays to the Plan before the earlier of
five years after the date of his reemployment or the date he incurs 5
consecutive 1-year breaks in service following the date of the distribution the
amount previously distributed to him, without interest, under Section 7.05. If
an 

                                       35
<PAGE>   40

Employee is deemed to receive a distribution pursuant to this Section 7.07,
and the Employee resumes employment before 5 consecutive 1-year breaks in
service, the Employee shall be deemed to have repaid such distribution on the
date of his reemployment. Upon such an actual or deemed repayment, the
provisions of the Plan (including Section 7.06) will thereafter apply as if no
forfeiture had occurred. The amount to be recredited pursuant to this paragraph
will be derived first from the forfeitures, if any, which as of the date of
recrediting have yet to be applied as provided in the preceding paragraph and,
to the extent such forfeitures are insufficient, from a special Employer
contribution to be made by the Employer.

        If a Participant elects not to receive the nonforfeitable portion of his
Account following his termination of employment, the non-vested portion of his
Account shall be forfeited after the Participant has incurred five consecutive
1-year breaks in service as defined in Section 2.01(a)(33).

       No forfeitures will occur solely as a result of a Participant's
withdrawal of Employee contributions.

7.08. ADJUSTMENT FOR INVESTMENT EXPERIENCE. If any distribution under this
Article 7 is not made in a single payment, the amount retained by the Trustee
after the distribution will be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
invested and any expenses properly charged under the Plan and Trust to such
amounts.

7.09. PARTICIPANT LOANS. If permitted under Section 1.09, the Administrator
shall allow Participants to apply for a loan from the Plan, subject to the
following:

       (a) Loan Application. All Plan loans shall be administered by the
       Administrator. Applications for loans shall be made to the Administrator
       on forms available from the Administrator. Loans shall be made available
       to all Participants on a reasonably equivalent basis. For this purpose,
       the term "Participant" means any Participant or Beneficiary, including an
       alternate payee under a qualified domestic relations order, as defined in
       Section 414(p) of the Code, who is a party-in-interest (as determined
       under ERISA Section 3(14)) with respect to the Plan except no loans will
       be made to (1) an Employee who makes a rollover contribution in
       accordance with Section 4.10 who has not satisfied the requirements of
       Section 3.01 or (2) a 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 Section 318(a)(1) of
       the Code), on any day during the taxable year of such corporation, more
       than 5% of the outstanding stock of the corporation.

                A Participant with an existing loan may not apply for another
       loan until the existing loan is paid in full and may not refinance an
       existing loan or attain a second loan for the purpose of paying 


                                       36
<PAGE>   41

       off the existing loan. A Participant may not apply for more than one loan
       during each Plan Year.

       (b) Limitation of Loan Amount/Purpose of Loan. Loans shall not be made
       available to Highly Compensated Employees in an amount greater than the
       amount made available to other Employees. No loan to any Participant or
       Beneficiary can be made to the extent that such loan when added to the
       outstanding balance of all other loans to the Participant or Beneficiary
       would exceed the lesser of (1) $50,000 reduced by the excess (if any) of
       the highest outstanding balance of loans during the one-year period
       ending on the day before the loan is made over the outstanding balance of
       loans from the plan on the date the loan is made, or (2) one-half the
       present value of the nonforfeitable Account of the Participant. For the
       purpose of the above limitation, all loans from all plans of the Employer
       and Related Employers are aggregated. A Participant may not request a
       loan for less than $1,000. The Employer may provide that loans only be
       made from certain contribution sources within Participant Account(s) by
       notifying the Trustee in writing of the restricted source.

                Loans may be made for any purpose or if elected by the Employer
       in Section 1.09(a), on account of hardship only. A loan will be
       considered to be made on account of hardship only if made on account of
       an immediate and heavy financial need described in Section 7.10(b)(1).

       (c) Terms of Loan. All loans shall bear a reasonable rate of interest as
       determined by the Administrator based on the prevailing interest rates
       charged by persons in the business of lending money for loans which would
       be made under similar circumstances. The determination of a reasonable
       rate of interest must be based on appropriate regional factors unless the
       Plan is administered on a national basis in which case the Administrator
       may establish a uniform reasonable rate of interest applicable to all
       regions.

                All loans shall by their terms require that repayment (principal
       and interest) be amortized in level payments, not less than quarterly,
       over a period not extending beyond five years from the date of the loan
       unless such loan is for the purchase of a Participant's primary
       residence, in which case the repayment period may not extend beyond ten
       years from the date of the loan. A Participant may prepay the outstanding
       loan balance prior to maturity without penalty.

       (d) Security. Loans must be secured by the Participant's Accounts not to
       exceed 50 percent of the Participant's vested Account. A Participant must
       obtain the consent of his or her spouse, if any, to use a Participant
       Account as security for the loan, if the provisions of Section 8.03 apply
       to the Participant. Spousal consent shall be obtained no earlier than the
       beginning of the 90-day period that ends on the date on which the loan is
       to be so secured. The consent must be in writing, must acknowledge the
       effect of the loan, and must be witnessed by a Plan representative 


                                       37
<PAGE>   42

       or notary public. Such consent shall thereafter be binding with respect 
       to the consenting spouse or any subsequent spouse with respect to that 
       loan.

       (e) Default. The Administrator shall treat a loan in default if

                (1)   any scheduled repayment remains unpaid more than 90 days 

        or

                (2) there is an outstanding principal balance existing on a loan
                after the last scheduled repayment date.

                Upon default or termination of employment, the entire
       outstanding principal and accrued interest shall be immediately due and
       payable. If a distributable event (as defined by the Code) has occurred,
       the Administrator shall direct the Trustee to foreclose on the promissory
       note and offset the Participant's vested Account by the outstanding
       balance of the loan. If a distributable event has not occurred, the
       Administrator shall direct the Trustee to foreclose on the promissory
       note and offset the Participant's vested Account as soon as a
       distributable event occurs.

       (f) Pre-existing loans. The provision in paragraph (a) of this Section
       7.09 limiting a Participant to one outstanding loan shall not apply to
       loans made before the Employer adopted this prototype plan document. A
       Participant may not apply for a new loan until all outstanding loans made
       before the Employer adopted this prototype plan have been paid in full.
       The Trustee may accept any loans made before the Employer adopted this
       prototype plan document except such loans which require the Trustee to
       hold as security for the loan property other than the Participant's
       vested Account.

           As of the effective date of amendment of this Plan in Section
       1.01(g)(2), the Trustee shall have the right to reamortize the
       outstanding principal balance of any Participant loan that is delinquent.
       Such reamortization shall be based upon the remaining life of the loan
       and the original maturity date may not be extended.

           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 of determining the amount of the Account payable at
       the time of death or distribution, but only if the reduction is used as
       repayment of the loan. If less than 100% of the Participant's vested
       Account (determined without regard to the preceding sentence) is payable
       to the surviving spouse, then the Account shall 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.

           No loan to any Participant or Beneficiary can be made to the extent
       that such loan when added to the outstanding balance of all 

                                       38
<PAGE>   43

       other loans to the Participant or Beneficiary would exceed the lesser of
       (1) $50,000 reduced by the excess (if any) of the highest outstanding
       balance of loans during the one-year period ending on the day before the
       loan is made over the outstanding balance of loans from the plan on the
       date the loan is made or (2) one-half the present value of the
       nonforfeitable Account of the Participant. For the purpose of the above
       limitation, all loans from all plans of the Employer and Related
       Employers are aggregated.

7.10. IN-SERVICE/HARDSHIP WITHDRAWALS. Subject to the provisions of Article 8, a
Participant shall not be permitted to withdraw any Employer or Employee
Contributions (and earnings thereon) prior to retirement or termination of
employment, except as follows:

       (a) AGE 59 1/2. If permitted under Section 1.11(b), a Participant who has
attained the age of 59 1/2 is permitted to withdraw upon request all or any
portion of the Accounts specified by the Employer in 1.11(b).

       (b) HARDSHIP. If permitted under Section 1.10, a Participant may apply to
the Administrator to withdraw some or all of his Deferral Contributions (and
earnings thereon accrued as of December 31, 1988) and, if applicable, Rollover
Contributions and such other amounts allowed by a predecessor plan, if such
withdrawal is made on account of a hardship. For purposes of this Section, a
distribution is made on account of hardship if made on account of an immediate
and heavy financial need of the Employee where such Employee lacks other
available resources. Determinations with respect to hardship shall be made by
the Administrator and shall be conclusive for purposes of the Plan, and shall be
based on the following special rules:

          (1) The following are the only financial needs considered immediate
          and heavy: expenses incurred or necessary for medical care (within the
          meaning of Section 213(d) of the Code) of the Employee, the Employee's
          spouse, children, or dependents; the purchase (excluding mortgage
          payments) of a principal residence for the Employee; payment of
          tuition and related educational fees for the next twelve (12) months
          of post-secondary education for the Employee, the Employee's spouse,
          children or dependents; or the need to prevent the eviction of the
          Employee from, or a foreclosure on the mortgage of, the Employee's
          principal residence.

          (2) A distribution will be considered as necessary to satisfy an
          immediate and heavy financial need of the Employee only if:

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

              (ii) The Employee suspends Deferral Contributions and Employee
              Contributions to the Plan for the 12-month period 

                                       39
<PAGE>   44

              following the date of his hardship distribution. The suspension
              must also apply to all elective contributions and Employee
              Contributions to all other qualified plans and non-qualified plans
              maintained by the Employer, other than any mandatory employer
              contribution portion of a defined benefit plan, including stock
              option, stock purchase and other similar plans, but not including
              health and welfare benefit plans (other than the cash or deferred
              arrangement portion of a cafeteria plan);

              (iii) The distribution is not in excess of the amount of an
              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); and

              (iv) The Employee agrees to limit Deferral Contributions (elective
              contributions)to the Plan and any other qualified plan maintained
              by the Employer for the Employee's taxable year immediately
              following the taxable year of the hardship distribution to the
              applicable limit under Section 402(g) of the Code for such taxable
              year less the amount of such Employee's Deferral Contributions for
              the taxable year of the hardship distribution.

           (3) A Participant must obtain the consent of his or her spouse, if
           any, to obtain a hardship withdrawal, if the provisions of Section
           8.03 apply to the Participant.

        (c) EMPLOYEE CONTRIBUTIONS. A Participant may elect to withdraw, in
        cash, up to one hundred percent of the amount then credited to his
        Employee Contribution Account. Such withdrawals shall be limited to one
        (1) per Plan Year unless this prototype plan document is an amendment of
        a prior plan document, in which case the rules and restrictions
        governing Employee Contribution withdrawals, if any, are incorporated
        herein by reference.

7.11. PRIOR PLAN IN-SERVICE DISTRIBUTION RULES. If designated by the Employer in
Section 1.11(b), a Participant shall be entitled to withdraw at anytime prior to
his termination of employment, subject to the provisions of Article 8 and the
prior plan, any vested Employer Contributions maintained in a Participant's
Account for the specified period of time.

ARTICLE 8.  DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE.

8.01. DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES.

       (a) Distributions from the Trust to a Participant or to the Beneficiary
       of the Participant shall be made in a lump sum in cash or, if elected by
       the Employer in Section 1.11, under a systematic withdrawal plan
       (installment(s)) upon retirement, death, 


                                       40
<PAGE>   45

       disability, or other termination of employment, unless another form of
       distribution is required or permitted in accordance with paragraph (d) of
       this Section 8.01 or Sections 1.11(c), 8.02, 8.03, 8.04 or 11.02. A
       distribution may be made in Fund Shares, at the election of the
       Participant, pursuant to the qualifying rollover of such distribution to
       a Fidelity Investments individual retirement account.

       (b) Distributions under a systematic withdrawal plan must be made in
       substantially equal annual, or more frequent, installments, in cash, over
       a period certain which does not extend beyond the life expectancy of the
       Participant or the joint life expectancies of the Participant and his
       Beneficiary, or, if the Participant dies prior to the commencement of his
       benefits the life expectancy of the Participant's Beneficiary, as further
       described in Section 8.04.

       (c) Notwithstanding the provisions of Section 8.01(b) above, if a
       Participant's Account is, and at the time of any prior distribution(s)
       was, $3,500 or less, the balance of such Account shall be distributed in
       a lump sum as soon as practicable following retirement, disability, death
       or other termination of employment.

       (d) This paragraph (d) applies to distributions made on or after January
       1, 1993. Notwithstanding any provision of the Plan to the contrary that
       would otherwise limit a distributee's election under this Article 8, a
       distributee may elect, at the time and in the manner prescribed by the
       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. The following definitions shall apply for purposes
       of this paragraph (d):

           (1) Eligible rollover distribution: An eligible rollover distribution
           is any distribution of all or any portion of the balance to the
           credit of the distributee, except that an eligible rollover
           distribution does not include: any distribution that is one of a
           series of substantially equal periodic payments (not less frequently
           than annually) made for the life (or life expectancy) of the
           distributee or the joint lives (or joint life expectancies) of the
           distributee and the distributee's designated beneficiary, or for a
           specified period of ten years or more; any distribution to the extent
           such distribution is required under Section 401(a)(9) of the Code;
           and the portion of any distribution that is not includable in gross
           income (determined without regard to the exclusion for net unrealized
           appreciation with respect to employer securities).

           (2) Eligible retirement plan: An eligible retirement plan is an
           individual retirement account described in Section 408(a) of the
           Code, an individual retirement annuity described in Section 408(b) of
           the Code, an annuity plan described in Section 403(a) of the Code, or
           a qualified trust described in Section 401(a) of the Code, that
           accepts the distributee's eligible rollover distribution. However, in
           the case of an eligible rollover 


                                       41
<PAGE>   46

           distribution to a surviving spouse, an eligible retirement plan is
           an individual retirement account or individual retirement annuity.

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

           (4) Direct rollover: A direct rollover is a payment by the plan to
           the eligible retirement plan specified by the distributee.

8.02. ANNUITY DISTRIBUTIONS. If so provided in Section 1.11(c), a Participant
may elect distributions made in whole or in part in the form of an annuity
contract subject to the provisions of Section 8.03.

        (a) An annuity contract distributed under the Plan must be purchased
        from an insurance company and must be nontransferable. The terms of an
        annuity contract shall comply with the requirements of the Plan and
        distributions under such contract shall be made in accordance with
        Section 401(a)(9) of the Code and the regulations thereunder.

        (b) The payment period of an annuity contract distributed to the
        Participant pursuant to this Section may be as long as the Participant
        lives. If the annuity is payable to the Participant and his spouse or
        designated Beneficiary, the payment period of an annuity contract may be
        for as long as either the Participant or his spouse or designated
        Beneficiary lives. Such an annuity may provide for an annuity certain
        feature for a period not exceeding the life expectancy of the
        Participant. If the annuity is payable to the Participant and his spouse
        such period may not exceed the joint life and last survivor expectancy
        of the Participant and his spouse, or, if the annuity is payable to the
        Participant and a designated Beneficiary, the joint life and last
        survivor expectancy of the Participant and such Beneficiary. If the
        Participant dies prior to the commencement of his benefits, the payment
        period of an annuity contract distributed to the Beneficiary of the
        Participant may be as long as the Participant's Beneficiary lives, and
        may provide for an annuity certain feature for a period not exceeding
        the life expectancy of the Beneficiary. Any annuity contract distributed
        under the Plan must provide for nonincreasing payments.

8.03.  JOINT AND SURVIVOR ANNUITIES/PRERETIREMENT SURVIVOR ANNUITIES.

       (a) APPLICATION. The provisions of this Section supersede any conflicting
       provisions of the Plan; however, paragraph (b) of this Section shall not
       apply if the Participant's Account does not exceed or at the time of any
       prior distribution did not exceed 


                                       42
<PAGE>   47

       $3,500. A Participant is described in this Section only if (i) the
       Participant has elected distribution of his Account in the form of an
       Annuity Contract in accordance with Section 8.02, or (ii) the Trustee has
       directly or indirectly received a transfer of assets from another plan
       (including a predecessor plan) to which Section 401(a)(11) of the Code
       applies with respect to such Participant.

       (b) RETIREMENT ANNUITY. Unless the Participant elects to waive the
       application of this subsection in a manner satisfying the requirements of
       subsection (d) below, to the extent applicable to the Participant, within
       the 90-day period preceding his Annuity Starting Date (which election may
       be revoked, and if revoked, remade, at any time in such period), the
       vested Account due any Participant to whom this subsection (b) applies
       will be paid to him by the purchase and delivery to him of an annuity
       contract described in Section 8.02 providing a life annuity only form of
       benefit or, if the Participant is married as of his Annuity Starting
       Date, providing an immediate annuity for the life of the Participant with
       a survivor annuity for the life of the Participant's spouse (determined
       as of the date of distribution of the contract) which is 50 percent of
       the amount of the annuity which is payable during the joint lives of the
       Participant and such spouse. The Participant may elect to receive
       distribution of his benefits in the form of such annuity as of the
       earliest date on which he could elect to receive retirement benefits
       under the Plan. Within the period beginning 90 days prior to the
       Participant's Annuity Starting Date and ending 30 days prior to such
       Date, the Administrator will provide such Participant with a written
       explanation of (1) the terms and conditions of the annuity contract
       described herein, (2) the Participant's to make, and the effect of, an
       election to waive application of this subsection, (3) the rights of the
       Participant's spouse under subsection (d), and (4) the right to revoke
       and the period of time necessary to revoke the election to waive
       application of this subsection.

       (c) ANNUITY DEATH BENEFIT. Unless the Participant elects to waive the
       application of this subsection in a manner satisfying the requirements of
       subsection (d) below at any time within the applicable election period
       (which election may be revoked, and if revoked, remade, at any time in
       such period), if a married Participant to whom this Section applies dies
       before his Annuity Starting Date, then notwithstanding any designation of
       a Beneficiary to the contrary, 50 percent of his vested Account will be
       applied to purchase an annuity contract described in Section 8.02
       providing an annuity for the life of the Participant's surviving spouse,
       which contract will then be promptly distributed to such spouse. In lieu
       of the purchase of such an annuity contract, the spouse may elect in
       writing to receive distributions under the Plan as if he or she had been
       designated by the Participant as his Beneficiary with respect to 50
       percent of his Account. For purposes of this subsection, the applicable
       election period will commence on the first day of the Plan Year in which
       the Participant attains age 35 and will end on the date of the

                                       43
<PAGE>   48

       Participant's death, provided that in the case of a Participant who
       terminates his employment the applicable election period with respect to
       benefits accrued prior to the date of such termination will in no event
       commence later than the date of his termination of employment. A
       Participant may elect to waive the application of this subsection prior
       to the Plan Year in which he attains age 35, provided that any such
       waiver will cease to be effective as of the first day of the Plan Year in
       which the Participant attains age 35.

           The Administrator will provide a Participant to whom this subsection
       applies with a written explanation with respect to the annuity death
       benefit described in this subsection (c) comparable to that required
       under subsection (b) above. Such explanation shall be furnished within
       whichever of the following periods ends last: (1) the period beginning
       with the first day of the Plan Year in which the Participant reaches age
       32 and ending with the end of the Plan Year preceding the Plan Year in
       which he reaches age 35, (2) a reasonable period ending after the
       Employee becomes a Participant, (3) a reasonable period ending after this
       Section 8.04 first becomes applicable to the Participant in accordance
       with Section 8.04(a), (4) in the case of a Participant who separates from
       service before age 35, a reasonable period of time ending after
       separation from service. For purposes of the preceding sentence, the
       two-year period beginning one year prior to the date of the event
       described in clause (2), (3) or (4), whichever is applicable, and ending
       one year after such date shall be considered reasonable, provided, that
       in the case of a Participant who separates from service under (4) above
       and subsequently recommences employment with the Employer, the applicable
       period for such Participant shall be redetermined in accordance with this
       subsection.

       (d) REQUIREMENTS OF ELECTIONS. This subsection will be satisfied with
       respect to a waiver or designation which is required to satisfy this
       subsection if such waiver or designation is in writing and either

           (1) the Participant's spouse consents thereto in writing, which
           consent must acknowledge the effect of such waiver or designation and
           be witnessed by a notary public or Plan representative, or

           (2) the Participant establishes to the satisfaction of the
           Administrator that the consent of the Participant's spouse cannot be
           obtained because there is no spouse, because the spouse cannot be
           located, or because of such other circumstances as the Secretary of
           Treasury may prescribe.

                Any consent by a spouse, or establishment that the consent of a
           spouse may not be obtained, will be effective only with respect to a
           specific Beneficiary (including any class of Beneficiaries or any
           contingent Beneficiaries) or form of benefits identified in the
           Participant's waiver or designation, unless the consent of the spouse
           expressly permits designations 


                                       44
<PAGE>   49

           by the Participant without any requirement of further consent by
           the spouse. A consent which permits such designations by the
           Participant shall acknowledge that the spouse has the right to
           limit consent to a specific Beneficiary and form of benefits and
           that the spouse voluntarily elects to relinquish both such rights.
           A consent by a spouse shall be irrevocable once made. Any such
           consent, or establishment that such consent may not be obtained,
           will be effective only with respect to such spouse. For purposes
           of subsections (b) and (c) above, no consent of a spouse shall be
           valid unless the notice required by whichever subsection is
           applicable has been provided to the Participant.

       (e) FORMER SPOUSE. For purposes of this Section 8.03, a former spouse of
       a Participant will be treated as the spouse or surviving spouse of the
       Participant, and a current spouse will not be so treated, to the extent
       required under a qualified domestic relations order, as defined in
       Section 414(p) of the Code.

       (f) VESTED ACCOUNT BALANCE. For purposes of this Section, vested Account
       shall include the aggregate value of the Participant's vested Account
       derived from Employer and Employee Contributions (including rollovers),
       whether vested before or upon death. The provisions of this Section shall
       apply to a Participant who is vested in amounts attributable to Employer
       contributions, Employee Contributions, or both, upon death or at the time
       of distribution.

8.04 INSTALLMENT DISTRIBUTIONS. This Section shall be interpreted and applied in
accordance with the regulations under Section 401(a)(9) of the Code, including
the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2
of the Proposed Treasury Regulations, or any successor regulations of similar
import.

        (a)IN GENERAL. If a Participant's benefit may be distributed in
        accordance with Section 8.01(b), the amount to be distributed for each
        calendar year for which a minimum distribution is required shall be at
        least an amount equal to the quotient obtained by dividing the
        Participant's interest in his Account by the life expectancy of the
        Participant or Beneficiary or the joint life and last survivor
        expectancy of the Participant and his Beneficiary, whichever is
        applicable. For calendar years beginning before January 1, 1989, if a
        Participant's Beneficiary is not his spouse, the method of distribution
        selected must insure that at least 50 percent of the present value of
        the amount available for distribution is paid within the life expectancy
        of the Participant. For calendar years beginning after December 31,
        1988, the amount to be distributed for each calendar year shall not be
        less than an amount equal to the quotient obtained by dividing the
        Participant's interest in his Account by the lesser of (1) the
        applicable life expectancy under Section 8.01(b), or (2) if a
        Participant's Beneficiary is not his spouse, the applicable divisor
        determined under Section 1.401(a)(9)-2, Q&A 4 of the Proposed Treasury
        Regulations, or any successor regulations of similar import.
        Distributions after the death of the Participant shall be made 

                                       45
<PAGE>   50

        using the applicable life expectancy under (1) above, without regard to
        Section 1.401(a)(9)-2 of such regulations.

           The minimum distribution required under this subsection (a) for the
        calendar year immediately preceding the calendar year in which the
        Participant's required beginning date, as determined under Section
        8.08(b), occurs shall be made on or before the Participant's required
        beginning date, as so determined. Minimum distributions for other
        calendar years shall be made on or before the close of such calendar
        year.

        (b)ADDITIONAL REQUIREMENTS FOR DISTRIBUTIONS AFTER DEATH OF PARTICIPANT.

           (1) DISTRIBUTION BEGINNING BEFORE DEATH. If the Participant dies
           before distribution of his benefits has begun, distributions shall be
           made in accordance with the provisions of this paragraph.
           Distributions under Section 8.01(a) shall be completed by the close
           of the calendar year in which the fifth anniversary of the death of
           the Participant occurs. Distributions under Section 8.01(b) shall
           commence, if the Beneficiary is not the Participant's spouse, not
           later than the close of the calendar year immediately following the
           calendar year in which the death of the Participant occurs.
           Distributions under Section 8.01(b) to a Beneficiary who is the
           Participant's surviving spouse shall commence not later than the
           close of the calendar year in which the Participant would have
           attained age 70 1/2 or, if later, the close of the calendar year
           immediately following the calendar year in which the death of the
           Participant occurs. In the event such spouse dies prior to the date
           distribution to him or her commences, he or she will be treated for
           purposes of this subsection (other than the preceding sentence) as if
           he or she were the Participant. If the Participant has not designated
           a Beneficiary, or the Participant or Beneficiary has not effectively
           selected a method of distribution, distribution of the Participant's
           benefit shall be completed by the close of the calendar year in which
           the fifth anniversary of the death of the Participant occurs.

           Any amount paid to a child of the Participant will be treated as if
           it had been paid to the surviving spouse if the amount becomes
           payable to the surviving spouse when the child reaches the age of
           majority.

           For purposes of this subsection (b)(1), the life expectancy of a
           Beneficiary who is the Participant's surviving spouse shall be
           recalculated annually unless the Participant's spouse irrevocably
           elects otherwise prior to the time distributions are required to
           begin. Life expectancy shall be computed in accordance with the
           provisions of subsection (a) above.

           (2) DISTRIBUTION BEGINNING AFTER DEATH. If the Participant dies after
           distribution of his benefits has begun, distributions to the
           Participant's Beneficiary will be made at least as


                                       46
<PAGE>   51

           rapidly as under the method of distribution being used as of the date
           of the Participant's death.

                For purposes of this Section 8.04(b), distribution of a
       Participant's interest in his Account will be considered to begin as of
       the Participant's required beginning date, as determined under Section
       8.08(b). If distribution in the form of an annuity irrevocably commences
       prior to such date, distribution will be considered to begin as of the
       actual date distribution commences.

       (c) LIFE EXPECTANCY. For purposes of this Section, life expectancy shall
       be recalculated annually in the case of the Participant or a Beneficiary
       who is the Participant's spouse unless the Participant or Beneficiary
       irrevocably elects otherwise prior to the time distributions are required
       to begin. If not recalculated in accordance with the foregoing, life
       expectancy shall be calculated using the attained age of the Participant
       or Beneficiary, whichever is applicable, as of such individual's birth
       date in the first year for which a minimum distribution is required
       reduced by one for each elapsed calendar year since the date life
       expectancy was first calculated. For purposes of this Section, life
       expectancy and joint life and last survivor expectancy shall be computed
       by use of the expected return multiples in Table V and VI of section
       1.72-9 of the income tax Regulations.

           A Participant's interest in his Account for purposes of this Section
       8.04 shall be determined as of the last valuation date in the calendar
       year immediately preceding the calendar year for which a minimum
       distribution is required, increased by the amount of any contributions
       allocated to, and decreased by any distributions from, such Account after
       the valuation date. Any distribution for the first year for which a
       minimum distribution is required made after the close of such year shall
       be treated as if made prior to the close of such year.

8.05. IMMEDIATE DISTRIBUTIONS. If the Account distributable to a Participant
exceeds, or at the time of any prior distribution exceeded, $3,500, no
distribution will be made to the Participant before he reaches his Normal
Retirement Age (or age 62, if later), unless the written consent of the
Participant has been obtained. Such consent shall be made in writing within the
90-day period ending on the Participant's Annuity Starting Date. Within the
period beginning 90 days before the Participant's Annuity Starting Date and
ending 30 days before such Date, the Administrator will provide such Participant
with written notice comparable to the notice described in Section 8.03(b)
containing a general description of the material features and an explanation of
the relative values of the optional forms of benefit available under the Plan
and informing the Participant of his right to defer receipt of the distribution
until his Normal Retirement Age (or age 62, if later).

       The consent of the Participant's spouse must also be obtained if the
Participant is subject to the provisions of Section 8.03(a), unless the
distribution will be made in the form of the applicable retirement 


                                       47
<PAGE>   52

annuity contract described in Section 8.03(b). A spouse's consent to early
distribution, if required, must satisfy the requirements of Section 8.03(d).

       Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy Section
401(a)(9) or Section 415 of the Code. In addition, upon termination of the Plan
if it does not offer an annuity option (purchased from a commercial provider)
and if the Employer or any Related Employer 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 will, without the
Participant's consent, be distributed to the Participant. However, if any
Related Employer maintains another defined contribution plan (other than an
employee stock ownership plan as defined in Section 4975(e)(7) of the Code) 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.

8.06. DETERMINATION OF METHOD OF DISTRIBUTION. The Participant will determine
the method of distribution of benefits to himself and may determine the method
of distribution to his Beneficiary. Such determination will be made prior to the
time benefits become payable under the Plan. If the Participant does not
determine the method of distribution to his Beneficiary or if the Participant
permits his Beneficiary to override his determination, the Beneficiary, in the
event of the Participant's death, will determine the method of distribution of
benefits to himself as if he were the Participant. A determination by the
Beneficiary must be made no later than the close of the calendar year in which
distribution would be required to begin under Section 8.04(b) or, if earlier,
the close of the calendar year in which the fifth anniversary of the death of
the Participant occurs.

8.07. NOTICE TO TRUSTEE. The Administrator will notify the Trustee in writing
whenever any Participant or Beneficiary is entitled to receive benefits under
the Plan. The Administrator's notice shall indicate the form of benefits that
such Participant or Beneficiary shall receive and (in the case of distributions
to a Participant) the name of any designated Beneficiary or Beneficiaries.

8.08. TIME OF DISTRIBUTION. In no event will distribution to a Participant be
made latest than the earlier of the dates described in (a) and (b) below:

       (a) Absent the consent of the Participant (and his spouse, if
       appropriate), the 60th day after the close of the Plan Year in which
       occurs the later of the date on which the Participant attains age 65, the
       date on which the Participant ceases to be employed by the Employer, or
       the 10th anniversary of the year in which the Participant commenced
       participation in the Plan; and

       (b) April 1 of the calendar year first following the calendar year in
       which the Participant attains age 70 1/2 or, in the case of a Participant
       who had attained age 70 1/2 before January 1, 1988, 


                                       48
<PAGE>   53

       the required beginning date determined in accordance with (1) or (2)
       below:

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

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

                   (A) the calendar year in which the Participant attains age 70
                   1/2, or

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

       Notwithstanding the foregoing, in the case of a Participant who attained
age 70 1/2 during 1988 and who had not retired prior to January 1, 1989, the
required beginning date described in this paragraph shall be April 1, 1990.

       Notwithstanding (a) above, the failure of a Participant (and spouse) to
consent to a distribution while a benefit is immediately distributable, within
the meaning of Section 8.05, shall be deemed to be an election to defer
commencement of payment of any benefit sufficient to satisfy (a) above.

       Once distributions have begun to a 5-percent owner under (b) above, they
must continue to be distributed, even if the Participant ceases to be a
5-percent owner in a subsequent year.

       For purposes of (b) above, a Participant is treated as a 5-percent owner
if such Participant is a 5-percent owner as defined in Section 416(i) of the
Code (determined in accordance with Section 416 but without regard to whether
the Plan is top-heavy) at any time during the Plan Year ending with or within
the calendar year in which such owner attains age 66 1/2 or any subsequent Plan
Year.

        The Administrator shall notify the Trustee in writing whenever a
distribution is necessary in order to comply with the minimum distribution rules
set forth in this Section.

8.09. WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES. The Administrator will at
all times be responsible for determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan and will at all times
be responsible for instructing the Trustee in writing as to the current address
of each such Participant or Beneficiary. The Trustee will be entitled to rely on
the latest written statement received from the Administrator as to such
addresses. The Trustee will be under no duty to make any distributions under the
Plan 


                                       49
<PAGE>   54

unless and until it has received written instructions from the Administrator
satisfactory to the Trustee containing the name and address of the distributee,
the time when the distribution is to occur, and the form which the distribution
will take. Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is unable
to make such distribution because the whereabouts of the distributee is unknown,
the Trustee will notify the Administrator of such situation and thereafter the
Trustee will be under no duty to make any further distributions to such
distributee until it receives further written instructions from the
Administrator. If a benefit is forfeited because the Administrator determines
that the Participant or Beneficiary cannot be found, such benefit will be
reinstated by the Sponsor if a claim is filed by the Participant or Beneficiary
with the Administrator and the Administrator confirms the claim to the Sponsor.

ARTICLE 9.  TOP-HEAVY PROVISIONS.

9.01 APPLICATION. If the Plan is or becomes a Top-Heavy Plan in any Plan Year or
is automatically deemed to be Top-Heavy in accordance with the Employer's
election in Section 1.12(a)(1) of the Adoption Agreement, the provisions of this
Article 9 shall supersede any conflicting provision in the Plan.

9.02 DEFINITIONS. For purposes of this Article 9, the following terms have the
meanings set forth below:

       (a) KEY EMPLOYEE. Any Employee or former Employee (and the Beneficiary of
       any such Employee) who at any time during the determination period was
       (1) an officer of the Employer whose annual Compensation exceeds 50
       percent of the dollar limitation under Section 415(b)(1)(A) of the Code,
       (2) an owner (or considered an owner under Section 318 of the Code) of
       one of the ten largest interests in the Employer if such individual's
       annual Compensation exceeds the dollar limitation under Section
       415(c)(1)(A) of the Code, (3) a 5-percent owner of the Employer, or (4) a
       1-percent owner of the Employer who has annual Compensation of more than
       $150,000. For purposes of this paragraph, 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 in
       accordance with Section 416(i)(1) of the Code and the regulations
       thereunder. Annual Compensation means compensation as defined in Section
       5.03(e)(2), but including amounts contributed by the Employer pursuant to
       a salary reduction agreement which are excludable from the employee's
       gross income under Section 125, Section 402(a)(8), and Section 403(b) of
       the Code.

       (b) TOP-HEAVY PLAN. The Plan is a Top-Heavy Plan if any of the following
       conditions exists:

           (1) the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan
           is not part of any Required Aggregation Group or Permissive
           Aggregation Group,

                                       50
<PAGE>   55

           (2) the 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, or

           (3) the Plan is a part of a Required Aggregation Group and a
           Permissive Aggregation Group and the Top-Heavy Ratio for both Groups
           exceeds 60 percent.

       (c) TOP-HEAVY RATIO.

           (1) With respect to this Plan, or with respect to any Required
           Aggregation Group or Permissive Aggregation Group that consists
           solely of defined contribution plans (including any simplified
           employee pension plans) and the Employer has not maintained any
           defined benefit plan which during the 5-year period ending on the
           determination date(s) has or has had accrued benefits, the Top-Heavy
           Ratio is a fraction, the numerator of which is the sum of the account
           balances of all Key Employees under the plans as of the Determination
           Date (including any part of any account balance distributed in the
           5-year period ending on the Determination Date), and the denominator
           of which is the sum of all account balances (including any part of
           any account balance distributed in the 5-year period ending on the
           Determination Date) of all participants under the plans as of the
           Determination Date. Both the numerator and denominator of the
           Top-Heavy Ratio shall be increased, to the extent required by Section
           416 of the Code, to reflect any contribution which is due but unpaid
           as of the Determination Date.

           (2) With respect to any Required Aggregation Group or Permissive
           Aggregation Group that includes one or more defined benefit plans
           which, during the 5-year period ending on the Determination Date, has
           covered or could cover a Participant in this Plan, the Top-Heavy
           Ratio is a fraction, the numerator of which is the sum of the account
           balances under the defined contribution plans for all Key Employees
           and the present value of accrued benefits under the defined benefit
           plans for all Key Employees, and the denominator of which is the sum
           of the account balances under the defined contribution plans for all
           participants and the present value of accrued benefits under the
           defined benefit plans for all participants. Both the numerator and
           denominator of the Top-Heavy Ratio shall be increased for any
           distribution of an account balance or an accrued benefit made in the
           5-year period ending on the Determination Date and any contribution
           due but unpaid as of the Determination Date.

           (3) For purposes of (1) and (2) above, the value of Accounts and the
           present value of accrued benefits will be determined as of the most
           recent Valuation Date that falls within or ends with the 12-month
           period ending on the Determination Date, except as provided in
           Section 416 of the Code and the regulations thereunder for the first
           and second plan years of a defined benefit plan. The Account and
           accrued benefits of a Participant 

                                       51
<PAGE>   56

           (A) who is not a Key Employee but who was a Key Employee in a prior
           year, or (B) who has not been credited with at least one Hour of
           Service with the Employer at any time during the 5-year period ending
           on the Determination Date, will be disregarded. The calculation of
           the Top-Heavy Ratio, and the extent to which distributions,
           rollovers, and transfers are taken into account, shall be made in
           accordance with Section 416 of the Code and the regulations
           thereunder. Deductible employee contributions shall not be taken into
           account for purposes of computing the Top-Heavy Ratio. When
           aggregating plans, the value of Accounts and accrued benefits shall
           be calculated with reference to the Determination Dates that fall
           within the same calendar year.

                For purposes of determining if the Plan, or any other plan
           included in a Required Aggregation Group of which this Plan is a
           part, is a Top-Heavy Plan, the accrued benefit in a defined benefit
           plan of an Employee other than a Key Employee shall be determined
           under (i) the method, if any, that uniformly applies for accrual
           purposes under all 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 accrual rate
           of Section 411(b)(1)(C) of the Code.

       (d) PERMISSIVE AGGREGATION GROUP. The Required Aggregation Group plus any
       other qualified plans of the Employer or a Related Employer which, when
       considered as a group with the Required Aggregation Group, would continue
       to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

       (e) REQUIRED AGGREGATION GROUP.

           (1) Each qualified plan of the Employer or Related Employer in which
           at least one Key Employee participates, or has participated at any
           time during the determination period (regardless of whether the plan
           has terminated), and

           (2) any other qualified plan of the Employer or Related Employer
           which enables a plan described in (1) above to meet the requirements
           of Sections 401(a)(4) or 410 of the Code.

       (f) DETERMINATION DATE. For any Plan Year of the Plan subsequent to the
       first Plan Year, the last day of the preceding Plan Year. For the first
       Plan Year of the Plan, the last day of that Plan Year.

       (g) VALUATION DATE.  The Determination Date.

       (h) PRESENT VALUE. Present value shall be based only on the interest rate
       and mortality table specified in the Adoption Agreement.

9.03.  MINIMUM CONTRIBUTION.


                                       52
<PAGE>   57

       (a) Except as otherwise provided in (b) and (c) below, the
       Fixed/Discretionary Contributions made on behalf of any Participant who
       is not a Key Employee shall not be less than the lesser of 3 percent (or
       such other percent elected by the Employer in Section 1.12(c)) of such
       Participant's Compensation or, in the case where the Employer has no
       defined benefit plan which designates this Plan to satisfy Section 401 of
       the Code, the largest percentage of Employer contributions, as a
       percentage of the first $200,000 of the Key Employee's Compensation, made
       on behalf of any Key Employee for that year. If the Employer selected the
       Integrated Formula in Section 1.05(a)(2), the minimum contribution shall
       be determined under paragraph (e) of this Section 9.03. Further, the
       minimum contribution under this Section 9.03 shall be made even though,
       under other Plan provisions, the Participant would not otherwise be
       entitled to receive a contribution, or would have received a lesser
       contribution for the year, because (1) the Participant failed to complete
       1,000 Hours of Service or any equivalent service requirement provided in
       the Adoption Agreement; or (2) the Participant's Compensation was less
       than a stated amount.

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

       (c) The Employer contributions for the Plan Year made on behalf of each
       Participant who is not a Key Employee and who is a participant in a
       defined benefit plan maintained by the Employer shall not be less than 5
       percent of such Participant's Compensation, unless the Employer has
       provided in Section 1.12(c) that the minimum contribution requirement
       will be met in the other plan or plans of the Employer.

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

       (e) If the Employer elected an Integrated Formula in Section 1.05(a)(2),
       the allocation steps in Section 4.06(b)(2) shall be preceded by the
       following steps:

                (1) The Discretionary Employer Contributions will be allocated
           to each eligible Participant (as determined under this Section 9.03)
           in the ratio that the Participant's Compensation bears to all
           Participants' Compensation, but not in excess of 3%(or such other
           percent elected by the Employer in Section 1.12(c).

                (2) Any Discretionary Employer Contributions remaining after
           (e)(1) above will be allocated to each eligible Participant in the
           ratio that the Participant's Excess Compensation for the Plan Year
           bears to the Excess Compensation of all eligible Participants, but
           not in excess of 3%(or such other percent elected by the Employer in
           Section 1.12(c)).


                                       53
<PAGE>   58

9.04. ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS. If this Plan
is in Top-Heavy status, the number 100 shall be substituted for the number 125
in subsections (e)(3) and (e)(4) of Section 5.03. However, this substitution
shall not take effect with respect to this Plan in any Plan Year in which the
following requirements are satisfied:

        (a) The Employer contributions for such Plan Year made on behalf of each
        Participant who is not a Key Employee and who is a participant in a
        defined benefit plan maintained by the Employer is not less than 7 1/2
        percent of such Participant's Compensation.

        (b) The sum of the present value as of the Determination Date of (1) the
        aggregate accounts of all Key Employees under all defined contribution
        plans of the Employer and (2) the cumulative accrued benefits of all Key
        Employees under all defined benefit plans of the Employer does not
        exceed 90 percent of the same amounts determined for all Participants
        under all plans of the Employer that are Top-Heavy Plans, excluding
        Accounts and accrued benefits for Employees who formerly were but are no
        longer Key Employees.

           The substitutions of the number 100 for 125 shall not take effect in
        any Limitation Year with respect to any Participant for whom no benefits
        are accrued or contributions made for such Year.

9.05. MINIMUM VESTING. For any Plan Year in which the Plan is a Top-Heavy Plan
and all Plan Years thereafter, the Top-Heavy vesting schedule elected in Section
1.12(d) will automatically apply to the Plan. The Top-Heavy vesting schedule
applies to all benefits within the meaning of Section 411(a)(7) of the Code
except those attributable to Employee Contributions or those already subject to
a vesting schedule which vests at least as rapidly in all cases as the schedule
elected in Section 1.12(d), including benefits accrued before the Plan becomes a
Top-Heavy Plan. Further, no decrease in a Participant's nonforfeitable
percentage may occur in the event the Plan's status as a Top-Heavy Plan changes
for any Plan Year. However, this Section 9.05 does not apply to the Account of
any Employee who does not have an Hour of Service after the Plan has initially
become a Top-Heavy Plan and such Employee's Account attributable to Employer
Contributions will be determined without regard to this Section 9.05.

ARTICLE 10.  AMENDMENT AND TERMINATION.

10.01 AMENDMENT BY EMPLOYER. The Employer reserves the authority, subject to the
provisions of Article 1 and Section 10.03, to amend the Plan:

       (a) CHANGES TO ELECTIONS CONTAINED IN THE ADOPTION AGREEMENT. By filing
       with the Trustee an amended Adoption Agreement, executed by the Employer
       only, on which said Employer has indicated a change or changes in
       provisions previously elected by it. Such changes are to be effective on
       the effective date of such amended Adoption 

                                       54
<PAGE>   59

       Agreement except that retroactive changes to a previous election or
       elections pursuant to the regulations issued under Section 401(a)(4) of
       the Code shall be permitted. Any such change notwithstanding, no
       Participant's Account shall be reduced by such change below the amount to
       which the Participant would have been entitled if he had voluntarily left
       the employ of the Employer immediately prior to the date of the change.
       The Employer may from time to time make any amendment to the Plan that
       may be necessary to satisfy Sections 415 or 416 of the Code because of
       the required aggregation of multiple plans by completing overridingplan
       language in the Adoption Agreement. The Employer may also add certain
       model amendments published by the Internal Revenue Service which
       specifically provide that their adoption will not cause the Plan to be
       treated as an individually designed plan; or

       (b) OTHER CHANGES. By amending any provision of the Plan for any reason
       other than those specified in (a) above. However, upon making such
       amendment, including a waiver of the minimum funding requirement under
       Section 412(d) of the Code, the Employer may no longer participate in
       this prototype plan arrangement and will be deemed to have an
       individually designed plan. Following such amendment, the Trustee may
       transfer the assets of the Trust to the trust forming part of such newly
       adopted plan upon receipt of sufficient evidence (such as a determination
       letter or opinion letter from the Internal Revenue Service or an opinion
       of counsel satisfactory to the Trustee) that such trust will be a
       qualified trust under the Code.

10.02. AMENDMENT BY PROTOTYPE SPONSOR. The Prototype Sponsor may in its
discretion amend the Plan or the Adoption Agreement at any time, subject to the
provisions of Article 1 and Section 10.03, and provided that the Prototype
Sponsor mails a copy of such amendment to the Employer at its last known address
as shown on the books of the Prototype Sponsor.

10.03.  AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS.

        (a) Except as permitted by Section 10.04, no amendment to the Plan shall
        be effective to the extent that it 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.
        Furthermore, if the vesting schedule of the Plan is amended, the
        nonforfeitable interest of a Participant in his Account, determined as
        of the later of the date the amendment is adopted or the date it becomes
        effective, will not be less than the Participant's nonforfeitable
        interest in his Account determined without regard to such amendment.

        (b) If the Plan's vesting schedule is amended, including any amendment
        resulting from a change to or from Top-Heavy Plan status, or the Plan is
        amended in any way that directly or indirectly affects the computation
        of a Participant's nonforfeitable interest in his Account, each
        Participant with at least three (3) Years of Service for Vesting with
        the Employer may elect, within a 

                                       55
<PAGE>   60


        reasonable period after the adoption of the amendment, to have the
        nonforfeitable percentage of his Account computed under the Plan without
        regard to such amendment. The Participant's election may be made within
        60 days from the latest of (1) the date the amendment is adopted,
        (2) the date the amendment becomes effective, or (3) the date the
        Participant is issued written notice of the amendment by the Employer or
        the Administrator.

10.04. RETROACTIVE AMENDMENTS. An amendment made by the Prototype Sponsor in
accordance with Section 10.02 may be made effective on a date prior to the first
day of the Plan Year in which it is adopted if such amendment is necessary or
appropriate to enable the Plan and Trust to satisfy the applicable requirements
of the Code or to conform the Plan to any change in federal law, or to any
regulations or ruling thereunder. Any retroactive amendment by the Employer
shall be subject to the provisions of Section 10.01.

10.05. TERMINATION. The Employer has adopted the Plan with the intention and
expectation that contributions will be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.

10.06. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination or partial
termination of the Plan or complete discontinuance of contributions thereunder,
each Participant (including a terminated Participant with respect to amounts not
previously forfeited by him) who is affected by such termination or partial
termination or discontinuance will have a fully vested interest in his Account,
and, subject to Section 4.05 and Article 8, the Trustee will distribute to each
Participant or other person entitled to distribution the balance of the
Participant's Account in a single lump sum payment. In the absence of such
instructions, the Trustee will notify the Administrator of such situation and
the Trustee will be under no duty to make any distributions under the Plan until
it receives written instructions from the Administrator. Upon the completion of
such distributions, the Trust will terminate, the Trustee will be relieved from
all liability under the Trust, and no Participant or other person will have any
claims thereunder, except as required by applicable law.

10.07. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In case of any
merger or consolidation of the Plan with, or transfer of assets and liabilities
of the Plan to, any other plan, provision must be made so that each Participant
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
he would have been entitled to receive immediately before the merger,
consolidation or transfer if the Plan had then terminated.



                                       56
<PAGE>   61

ARTICLE 11. AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF FUNDS TO
            OR FROM OTHER QUALIFIED PLANS.

11.01. AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN. In the event the Employer
has previously established a plan (the "predecessor plan") which is a defined
contribution plan under the Code and which on the date of adoption of the Plan
meets the applicable requirements of section 401(a) of the Code, the Employer
may, in accordance with the provisions of the predecessor plan, amend and
continue the predecessor plan in the form of the Plan and become the Employer
hereunder, subject to the following:

       (a) Subject to the provisions of the Plan, each individual who was a
       Participant or former Participant in the predecessor plan immediately
       prior to the effective date of such amendment and continuation will
       become a Participant or former Participant in the Plan;

       (b) No election may be made under the vesting provisions of the Adoption
       Agreement if such election would reduce the benefits of a Participant
       under the Plan to less than the benefits to which he would have been
       entitled if he voluntarily separated from the service of the Employer
       immediately prior to such amendment and continuation;

       (c) No amendment to the Plan shall decrease a Participant's accrued
       benefit or eliminate an optional form of benefit and if the amendment of
       the predecessor plan in the form of the Plan results in a change in the
       method of crediting service for vesting purposes between the general
       method set forth in Section 2530.200b-2 of the Department of Labor
       Regulations and the elapsed-time method in Section 2.01(a)(33) of the
       Plan, each Participant with respect to whom the method of crediting
       vesting service is changed shall be treated in the manner set forth by
       the provisions of Section 1.410(a)-7(f)(1) of the Treasury Regulations
       which are incorporated herein by reference;

       (d) The amounts standing to the credit of a Participant's Account
       immediately prior to such amendment and continuation which represent the
       amounts properly attributable to (1) contributions by the Participant and
       (2) contributions by the Employer and forfeitures will constitute the
       opening balance of his Account or Accounts under the Plan;

       (e) Amounts being paid to a former Participant or to a Beneficiary in
       accordance with the provisions of the predecessor plan will continue to
       be paid in accordance with such provisions;

       (f) Any election and waiver of the qualified pre-retirement annuity in
       effect after August 23, 1984, under the predecessor plan immediately
       before such amendment and continuation will be deemed a valid election
       and waiver of Beneficiary under Section 8.04 if such designation
       satisfies the requirements of Section 8.04(d), unless 


                                       57
<PAGE>   62

       and until the Participant revokes such election and waiver under the 
       Plan; and

       (g) Unless the Employer and the Trustee agree otherwise, all assets of
       the predecessor trust will be deemed to be assets of the Trust as of the
       effective date of such amendment. Such assets will be invested by the
       Trustee as soon as reasonably practicable pursuant to Article 6. The
       Employer agrees to assist the Trustee in any way requested by the Trustee
       in order to facilitate the transfer of assets from the predecessor trust
       to the Trust Fund.

11.02. TRANSFER OF FUNDS FROM AN EXISTING PLAN. The Employer may from time to
time direct the Trustee, in accordance with such rules as the Trustee may
establish, to accept cash, allowable Fund Shares or participant loan promissory
notes transferred for the benefit of Participants from a trust forming part of
another qualified plan under the Code, provided such plan is a defined
contribution plan. Such transferred assets will become assets of the Trust as of
the date they are received by the Trustee. Such transferred assets will be
credited to Participants' Accounts in accordance with their respective interests
immediately upon receipt by the Trustee. A Participant's interest under the Plan
in transferred assets which were fully vested and nonforfeitable under the
transferring plan will be fully vested and nonforfeitable at all times. Such
transferred assets will be invested by the Trustee in accordance with the
provisions of paragraph (g) of Section 11.01 as if such assets were transferred
from a predecessor plan. No transfer of assets in accordance with this Section
may cause a loss of an accrued or optional form of benefit protected by Section
411(d)(6) of the Code.

11.03. ACCEPTANCE OF ASSETS BY TRUSTEE. The Trustee will not accept assets which
are not either in a medium proper for investment under the Plan, as set forth in
Section 1.14(b), or in cash. Such assets shall be accompanied by written
instructions showing separately the respective contributions by the prior
employer and by the Employee, and identifying the assets attributable to such
contributions. The Trustee shall establish such accounts as may be necessary or
appropriate to reflect such contributions under the Plan. The Trustee shall hold
such assets for investment in accordance with the provisions of Article 6, and
shall in accordance with the written instructions of the Employer make
appropriate credits to the Accounts of the Participants for whose benefit assets
have been transferred.

11.04. TRANSFER OF ASSETS FROM TRUST. The Employer may direct the Trustee to
transfer all or a specified portion of the Trust assets to any other plan or
plans maintained by the Employer or the employer or employers of a former
Participant or Participants, provided that the Trustee has received evidence
satisfactory to it that such other plan meets all applicable requirements of the
Code. The assets so transferred shall be accompanied by written instructions
from the Employer naming the persons for whose benefit such assets have been
transferred, showing separately the respective contributions by the Employer and
by each Participant, if any, and identifying the assets 


                                       58
<PAGE>   63

attributable to the various contributions. The Trustee shall have no further
liabilities with respect to assets so transferred.


                                       59
<PAGE>   64



ARTICLE 12.  MISCELLANEOUS.

12.01. COMMUNICATION TO PARTICIPANTS. The Plan will be communicated to all
Participants by the Employer promptly after the Plan is adopted.

12.02. LIMITATION OF RIGHTS. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby. It is a
condition of the Plan, and each Participant expressly agrees by his
participation herein, that each Participant will look solely to the assets held
in the Trust for the payment of any benefit to which he is entitled under the
Plan.

12.03. NONALIENABILITY OF BENEFITS AND QUALIFIED DOMESTIC RELATIONS ORDERS. The
benefits provided hereunder will not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so subjected will
not be recognized, except to such extent as may be required by law. The
preceding sentence shall also apply to the creation, assignment, or recognition
of a right to any benefit payable with respect to a Participant pursuant to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Section
414(p) of the Code, or any domestic relations order entered before January 1,
1985. The Administrator must establish reasonable procedures to determine the
qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Administrator will promptly notify the Participant and any
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
Administrator must determine the qualified status of the order and must notify
the Participant and each alternate payee, in writing, of its determination. The
Administrator must provide notice under this paragraph by mailing to the
individual's address specified in the domestic relations order, or in a manner
consistent with the Department of Labor regulations.

        If any portion of the Participant's Account is payable during the period
the Administrator is making its determination of the qualified status of the
domestic relations order, the Administrator must make a separate accounting of
the amounts payable. If the Administrator determines the order is a qualified
domestic relations order within 18 months of the date amounts first are payable
following receipt of the order, the Administrator will direct the Trustee to
distribute the payable amounts in accordance with the order. If the
Administrator does not make his determination of the qualified status of the
order within the 18-month determination period, the Administrator will direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not exist and will apply the order 





                                       60
<PAGE>   65


prospectively if the Administrator later determines the order is a qualified
domestic relations order.

        A domestic relations order will not fail to be deemed a qualified
domestic relations order merely because it requires the distribution or
segregation of all or part of a Participant's Account with respect to an
alternate payee prior to the Participant's earliest retirement age (as defined
in Section 414(p) of the Code) under the Plan. A distribution to an alternate
payee prior to the Participant's attainment of the earliest retirement age is
available only if (a) the order specifies distribution at that time and (b) if
the present value of the alternate payee's benefits under the Plan exceeds
$3,500, and the order requires, and the alternate payee consents to, a
distribution occurring prior to the Participant's attainment of earliest
retirement age.

12.04. FACILITY OF PAYMENT. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under state law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Trust for the payment of benefits hereunder to such recipient.

12.05. INFORMATION BETWEEN EMPLOYER AND TRUSTEE. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer, with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code and any regulations issued or
forms adopted by the Treasury Department thereunder or under the provisions of
ERISA and any regulations issued or forms adopted by the Labor Department
thereunder.

12.06. EFFECT OF FAILURE TO QUALIFY UNDER CODE. Notwithstanding any other
provision contained herein, if the Employer fails to obtain or retain approval
of the Plan by the Internal Revenue Service as a qualified Plan under the Code,
the Employer may no longer participate in this prototype Plan arrangement and
will be deemed to have an individually designed plan.

12.07. NOTICES. Any notice or other communication in connection with this Plan
shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:



                                       61
<PAGE>   66

       (a) If to the Employer or Administrator, to it at the address set forth
       in the Adoption Agreement, to the attention of the person specified to
       receive notice in the Adoption Agreement;

       (b) If to the Trustee, to it at the address set forth in the Adoption
       Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addressor's
then effective notice address.

12.08. GOVERNING LAW. The Plan and the accompanying Adoption Agreement will be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

ARTICLE 13.  PLAN ADMINISTRATION.

13.01. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the requirements of ERISA. The Administrator's
powers and responsibilities include, but are not limited to, the following:

       (a) To make and enforce such rules and regulations as it deems necessary
       or proper for the efficient administration of the Plan;

       (b) To interpret the Plan, its interpretation thereof in good faith to be
       final and conclusive on all persons claiming benefits under the Plan;

       (c) To decide all questions concerning the Plan and the eligibility of
       any person to participate in the Plan;

       (d) To administer the claims and review procedures specified in Section
       13.03;

       (e) To compute the amount of benefits which will be payable to any
       Participant, former Participant or Beneficiary in accordance with the
       provisions of the Plan;

       (f) To determine the person or persons to whom such benefits will be
       paid;

       (g) To authorize the payment of benefits and provide for the distribution
       of Code Section 402(f) notices;

       (h) To comply with the reporting and disclosure requirements of Part 1 of
       Subtitle B of Title I of ERISA;

       (i) To appoint such agents, counsel, accountants, and consultants as may
       be required to assist in administering the Plan;



                                       62
<PAGE>   67

       (j) By written instrument, to allocate and delegate its fiduciary
       responsibilities in accordance with Section 405 of ERISA including the
       formation of an Administrative Committee to administer the Plan;

       (k) To provide bonding coverage as required under Section 412 of ERISA.

13.02. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated will receive substantially the same treatment.

13.03.  CLAIMS AND REVIEW PROCEDURES.

       (a) CLAIMS PROCEDURE. If any person believes he is being denied any
       rights or benefits under the Plan, such person may file a claim in
       writing with the Administrator. If any such claim is wholly or partially
       denied, the Administrator will notify such person of its decision in
       writing. Such notification will contain (1) specific reasons for the
       denial, (2) specific reference to pertinent Plan provisions, (3) a
       description of any additional material or information necessary for such
       person to perfect such claim and an explanation of why such material or
       information is necessary, and (4) information as to the steps to be taken
       if the person wishes to submit a request for review. Such notification
       will be given within 90 days after the claim is received by the
       Administrator (or within 180 days, if special circumstances require an
       extension of time for processing the claim, and if written notice of such
       extension and circumstances is given to such person within the initial
       90-day period). If such notification is not given within such period, the
       claim will be considered denied as of the last day of such period and
       such person may request a review of his claim.

       (b) REVIEW PROCEDURE. Within 60 days after the date on which a person
       receives a written notice of a denied claim (or, if applicable, within 60
       days after the date on which such denial is considered to have occurred),
       such person (or his duly authorized representative) may (1) file a
       written request with the Administrator for a review of his denied claim
       and of pertinent documents and (2) submit written issues and comments to
       the Administrator. The Administrator will notify such person of its
       decision in writing. Such notification will be written in a manner
       calculated to be understood by such person and will contain specific
       reasons for the decision as well as specific references to pertinent Plan
       provisions. The decision on review will be made within 60 days after the
       request for review is received by the Administrator (or within 120 days,
       if special circumstances require an extension of time for processing the
       request, such as an election by the Administrator to hold a hearing, and
       if written notice of such extension and circumstances is given to such
       person within the initial 60-day period). If the decision on review is
       not made within such period, the claim will be considered denied.



                                       63
<PAGE>   68

13.04. NAMED FIDUCIARY. The Administrator is a "named fiduciary" for purposes of
Section 402(a)(1) of ERISA and has the powers and responsibilities with respect
to the management and operation of the Plan described herein.

13.05. COSTS OF ADMINISTRATION. Unless some or all are paid by the Employer, all
reasonable costs and expenses (including legal, accounting, and employee
communication fees) incurred by the Administrator and the Trustee in
administering the Plan and Trust will be paid first from the forfeitures (if
any) resulting under Section 7.07, then from the remaining Trust Fund. All such
costs and expenses paid from the Trust Fund will, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participants on a PRORATA basis or in such other reasonable manner as may be
directed by the Employer.

ARTICLE 14.  TRUST AGREEMENT.

14.01. ACCEPTANCE OF TRUST RESPONSIBILITIES. By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan. By
executing the Adoption Agreement, the Trustee agrees to accept the rights,
duties and responsibilities set forth in this Article 14.

14.02. ESTABLISHMENT OF TRUST FUND. A trust is hereby established under the Plan
and the Trustee will open and maintain a trust account for the Plan and, as part
thereof, Participants' Accounts for such individuals as the Employer shall from
time to time give written notice to the Trustee are Participants in the Plan.
The Trustee will accept and hold in the Trust Fund such contributions on behalf
of Participants as it may receive from time to time from the Employer. The Trust
Fund shall be fully invested and reinvested in accordance with the applicable
provisions of the Plan in Fund Shares or as otherwise provided in Section 14.10.

14.03. EXCLUSIVE BENEFIT. The Trustee shall hold the assets of the Trust Fund
for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the Plan.
No assets of the Plan shall revert to the Employer except as specifically
permitted by the terms of the Plan.

14.04. POWERS OF TRUSTEE. The Trustee shall have no discretion or authority with
respect to the investment of the Trust Fund but shall act solely as a directed
trustee of the funds contributed to it. In addition to and not in limitation of
such powers as the Trustee has by law or under any other provisions of the Plan,
the Trustee will have the following powers, each of which the Trustee exercises
solely as directed Trustee in accordance with the written direction of the
Employer except to the extent a Plan asset is subject to Participant direction
of investment and provided that no such power shall be exercised in any manner
inconsistent with the provisions of ERISA:



                                       64
<PAGE>   69

        (a) to deal with all or any part of the Trust Fund and to invest all or
a part of the Trust Fund in investments available under the Plan, without regard
to the law of any state regarding proper investment;

        (b) to retain uninvested such cash as it may deem necessary or
advisable, without liability for interest thereon, for the administration of the
Trust;

        (c) to sell, convert, redeem, exchange, or otherwise dispose of all or
any part of the assets constituting the Trust Fund;

        (d) to enforce by suit or otherwise, or to waive, its rights on behalf
of the Trust, and to defend claims asserted against it or the Trust, provided
that the Trustee is indemnified to its satisfaction against liability and
expenses;

        (e) to employ such agents and counsel as may be reasonably necessary in
collecting, managing, administering, investing, distributing and protecting the
Trust Fund or the assets thereof and to pay them reasonable compensation;

        (f) to compromise, adjust and settle any and all claims against or in
favor of it or the Trust;

        (g) to oppose, or participate in and consent to the reorganization,
merger, consolidation, or readjustment of the finances of any enterprise, to pay
assessments and expenses in connection therewith, and to deposit securities
under deposit agreements;

        (h) to apply for or purchase annuity contracts in accordance with
Section 8.02;

        (i) to hold securities unregistered, or to register them in its own name
or in the name of nominees;

        (j) to appoint custodians to hold investments within the jurisdiction of
the district courts of the United States and to deposit securities with stock
clearing corporations or depositories or similar organizations;

        (k) to make, execute, acknowledge and deliver any and all instruments
that it deems necessary or appropriate to carry out the powers herein granted;
and

        (l) generally to exercise any of the powers of an owner with respect to
all or any part of the Trust Fund.

           The Employer specifically acknowledges and authorizes that affiliates
of the Trustee may act as its agent in the performance of ministerial,
nonfiduciary duties under the Trust. The expenses and compensation of such agent
shall be paid by the Trustee.

           The Trustee shall provide the Employer with reasonable notice of any
claim filed against the Plan or Trust or with regard to any related 



                                       65
<PAGE>   70

matter, or of any claim filed by the Trustee on behalf of the Plan or Trust or
with regard to any related matter.

14.05. ACCOUNTS. The Trustee will keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 60 days after the close
of each Plan Year, within 60 days after termination of the Trust, and at such
other times as may be appropriate, the Trustee will determine the then net fair
market value of the Trust Fund as of the close of the Plan Year, as of the
termination of the Trust, or as of such other time, whichever is applicable, and
will render to the Employer and Administrator an account of its administration
of the Trust during the period since the last such accounting, including all
allocations made by it during such period.

14.06. APPROVING OF ACCOUNTS. To the extent permitted by law, the written
approval of any account by the Employer or Administrator will be final and
binding, as to all matters and transactions stated or shown therein, upon the
Employer, Administrator, Participants and all persons who then are or thereafter
become interested in the Trust. The failure of the Employer or Administrator to
notify the Trustee within six (6) months after the receipt of any account of its
objection to the account will, to the extent permitted by law, be the equivalent
of written approval. If the Employer or Administrator files any objections
within such six (6) month period with respect to any matters or transactions
stated or shown in the account, and the Employer or Administrator and the
Trustee cannot amicably settle the question raised by such objections, the
Trustee will have the right to have such questions settled by judicial
proceedings. Nothing herein contained will be construed so as to deprive the
Trustee of the right to have judicial settlement of its accounts. In any
proceeding for a judicial settlement of any account or for instructions, the
only necessary parties will be the Trustee, the Employer and the Administrator.

14.07. DISTRIBUTION FROM TRUST FUND. The Trustee shall make such distribution
from the Trust Fund as the Employer or Administrator may in writing direct, as
provided by the terms of the Plan, upon certification by the Employer or
Administrator that the same is for the exclusive benefit of Participants or
their Beneficiaries, or for the payment of expenses of administering the Plan.

14.08. TRANSFER OF AMOUNTS FROM QUALIFIED PLAN. If the Plan provides that
amounts may be transferred to the Plan from another qualified plan or trust
under Section 401(a) of the Code, such transfer shall be made in accordance with
the provisions of the Plan and with such rules as may be established by the
Trustee. The Trustee will only accept assets which are in a medium proper for
investment under this agreement or in cash. Such amounts shall be accompanied by
written instructions showing separately the respective contributions by the
prior employer and the transferring Employee, and identifying the assets
attributable to such contributions. The Trustee shall hold such assets for
investment in accordance with the provisions of this agreement.

14.09. TRANSFER OF ASSETS FROM TRUST. Subject to the provisions of the Plan, the
Employer may direct the Trustee to transfer all or a specified 

                                       66
<PAGE>   71

portion of the Trust assets to any other plan or plans maintained by the
Employer or the employer or employers of a former Participant or Participants,
provided that the Trustee has received evidence satisfactory to it that such
other plan meets all applicable requirements of the Code. The assets so
transferred shall be accompanied by written instructions from the Employer
naming the persons for whose benefit such assets have been transferred, showing
separately the respective contributions by the Employer and by each Participant,
if any, and identifying the assets attributable to the various contributions.
The Trustee shall have no further liabilities with respect to assets so
transferred.

14.10. SEPARATE TRUST OR FUND FOR EXISTING PLAN ASSETS. With the consent of the
Trustee, the Employer may maintain a trust or fund (including a group annuity
contract) under this prototype plan document separate from the Trust Fund for
Plan assets purchased prior to the adoption of this prototype plan document
which are not Fidelity Funds listed in Section 1.14(b). The Trustee shall have
no authority and no responsibility for the Plan assets held in such separate
trust or fund. The duties and responsibilities of the trustee of a separate
trust shall be provided by a separate trust agreement, between the Employer and
the trustee.

        Notwithstanding the preceding paragraph, the Trustee or an affiliate of
the Trustee may agree in writing to provide ministerial recordkeeping services
for guaranteed investment contracts held in the separate trust or fund. The
guaranteed investment contract(s) shall be valued as directed by the Employer or
the Trustee of the separate trust.

        The trustee of the separate trust (hereafter referred to as "trustee")
will be the owner of any insurance contract purchased prior to the adoption of
this prototype plan document. The insurance contract(s) must provide that
proceeds will be payable to the trustee; however the trustee shall be required
to pay over all proceeds of the contract(s) to the Participant's designated
Beneficiary in accordance with the distribution provisions of this plan. A
Participant's spouse will be the designated Beneficiary of the proceeds in all
circumstances unless a qualified election has been made in accordance with
Article 8. Under no circumstances shall the trust retain any part of the
proceeds. In the event of any conflict between the terms of this plan and the
terms of any insurance contract purchased hereunder, the plan provisions shall
control.

        Any life insurance contracts held in the Trust Fund or in the separate
trust are subject to the following limits:

        (a) Ordinary life - For purposes of these incidental insurance
       provisions, ordinary life insurance contracts are contracts with both
       nondecreasing death benefits and nonincreasing premiums. If such
       contracts are held, less than 1/2 of the aggregate employer contributions
       allocated to any Participant will be used to pay the premiums
       attributable to them.


                                       67
<PAGE>   72

       (b) Term and universal life - No more than 1/4 of the aggregate employer
       contributions allocated to any participant will be used to pay the
       premiums on term life insurance contracts, universal life insurance
       contracts, and all other life insurance contracts which are not ordinary
       life.

       (c) Combination - The sum of 1/2 of the ordinary life insurance premiums
       and all other life insurance premiums will not exceed 1/4 of the
       aggregate employer contributions allocated to any Participant.

14.11. VOTING; DELIVERY OF INFORMATION. The Trustee shall deliver, or cause to
be executed and delivered, to the Employer or Plan Administrator all notices,
prospectuses, financial statements, proxies and proxy soliciting materials
received by the Trustee relating to securities held by the Trust or, if
applicable, deliver these materials to the appropriate Participant or the
Beneficiary of a deceased Participant. The Trustee shall not vote any securities
held by the Trust except in accordance with the written instructions of the
Employer, Participant or the Beneficiary of the Participant, if the Participant
is deceased; however, the Trustee may, in the absence of instructions, vote
"present" for the sole purpose of allowing such shares to be counted for
establishment of a quorum at a shareholders' meeting. The Trustee shall have no
duty to solicit instructions from Participants, Beneficiaries, or the Employer.

14.12. COMPENSATION AND EXPENSES OF TRUSTEE. The Trustee's fee for performing
its duties hereunder will be such reasonable amounts as the Trustee may from
time to time specify by written agreement with the Employer. Such fee, any taxes
of any kind which may be levied or assessed upon or with respect to the Trust
Fund, and any and all expenses, including without limitation legal fees and
expenses of administrative and judicial proceedings, reasonably incurred by the
Trustee in connection with its duties and responsibilities hereunder will,
unless some or all have been paid by said Employer, be paid first from
forfeitures resulting under Section 7.07, then from the remaining Trust Fund and
will, unless allocable to the Accounts of particular Participants, be charged
against the respective Accounts of all Participants, in such reasonable manner
as the Trustee may determine.

14.13. RELIANCE BY TRUSTEE ON OTHER PERSONS. The Trustee may rely upon and act
upon any writing from any person authorized by the Employer or Administrator to
give instructions concerning the Plan and may conclusively rely upon and be
protected in acting upon any written order from the Employer or Administrator or
upon any other notice, request, consent, certificate, or other instructions or
paper reasonably believed by it to have been executed by a duly authorized
person, so long as it acts in good faith in taking or omitting to take any such
action. The Trustee need not inquire as to the basis in fact of any statement in
writing received from the Employer or Administrator.

       The Trustee will be entitled to rely on the latest certificate it has
received from the Employer or Administrator as to any person or persons
authorized to act for the Employer or Administrator hereunder 


                                       68
<PAGE>   73

and to sign on behalf of the Employer or Administrator any directions or
instructions, until it receives from the Employer or Administrator written
notice that such authority has been revoked.

       Notwithstanding any provision contained herein, the Trustee will be under
no duty to take any action with respect to any Participant's Account (other than
as specified herein) unless and until the Employer or Administrator furnishes
the Trustee with written instructions on a form acceptable to the Trustee, and
the Trustee agrees thereto in writing. The Trustee will not be liable for any
action taken pursuant to the Employer's or Administrator's written instructions
(nor for the collection of contributions under the Plan, nor the purpose or
propriety of any distribution made thereunder).

14.14. INDEMNIFICATION BY EMPLOYER. The Employer shall indemnify and save
harmless the Trustee from and against any and all liability to which the Trustee
may be subjected by reason of any act or conduct (except willful misconduct or
negligence) in its capacity as Trustee, including all expenses reasonably
incurred in its defense.

14.15. CONSULTATION BY TRUSTEE WITH COUNSEL. The Trustee may consult with legal
counsel (who may be but need not be counsel for the Employer or the
Administrator) concerning any question which may arise with respect to its
rights and duties under the Plan and Trust, and the opinion of such counsel
will, to the extent permitted by law, be full and complete protection in respect
of any action taken or omitted by the Trustee hereunder in good faith and in
accordance with the opinion of such counsel.

14.16. PERSONS DEALING WITH THE TRUSTEE. No person dealing with the Trustee will
be bound to see to the application of any money or property paid or delivered to
the Trustee or to inquire into the validity or propriety of any transactions.

14.17. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may resign at any time by
written notice to the Employer, which resignation shall be effective 60 days
after delivery to the Employer. The Trustee may be removed by the Employer by
written notice to the Trustee, which removal shall be effective 60 days after
delivery to the Trustee.

       Upon resignation or removal of the Trustee, the Employer may appoint a
successor trustee. Any such successor trustee will, upon written acceptance of
his appointment, become vested with the estate, rights, powers, discretion,
duties and obligations of the Trustee hereunder as if he had been originally
named as Trustee in this Agreement.

       Upon resignation or removal of the Trustee, the Employer will no longer
participate in this prototype plan and will be deemed to have adopted an
individually designed plan. In such event, the Employer shall appoint a
successor trustee within said 60-day period and the Trustee will transfer the
assets of the Trust to the successor trustee upon receipt of sufficient evidence
(such as a determination letter or opinion letter from the Internal Revenue
Service or an opinion of 


                                       69
<PAGE>   74

counsel satisfactory to the Trustee) that such trust will be a qualified trust
under the Code.

        The appointment of a successor trustee shall be accomplished by delivery
to the Trustee of written notice that the Employer has appointed such successor
trustee, and written acceptance of such appointment by the successor trustee.
The Trustee may, upon transfer and delivery of the Trust Fund to a successor
trustee, reserve such reasonable amount as it shall deem necessary to provide
for its fees, compensation, costs and expenses, or for the payment of any other
liabilities chargeable against the Trust Fund for which it may be liable. The
Trustee shall not be liable for the acts or omissions of any successor trustee.

14.18. FISCAL YEAR OF THE TRUST. The fiscal year of the Trust will coincide with
the Plan Year.

14.19. DISCHARGE OF DUTIES BY FIDUCIARIES. The Trustee and the Employer and any
other fiduciary shall discharge their duties under the Plan and this Trust
Agreement solely in the interests of Participants and their Beneficiaries in
accordance with the requirements of ERISA.

14.20. AMENDMENT. In accordance with provisions of the Plan, and subject to the
limitations set forth therein, this Trust Agreement may be amended by an
instrument in writing signed by the Employer and the Trustee. No amendment to
this Trust Agreement shall divert any part of the Trust Fund to any purpose
other than as provided in Section 2 hereof.

14.21. PLAN TERMINATION. Upon termination or partial termination of the Plan or
complete discontinuance of contributions thereunder, the Trustee will make
distributions to the Participants or other persons entitled to distributions as
the Employer or Administrator directs in accordance with the provisions of the
Plan. In the absence of such instructions and unless the Plan otherwise
provides, the Trustee will notify the Employer or Administrator of such
situation and the Trustee will be under no duty to make any distributions under
the Plan until it receives written instructions from the Employer or
Administrator. Upon the completion of such distributions, the Trust will
terminate, the Trustee will be relieved from all liability under the Trust, and
no Participant or other person will have any claims thereunder, except as
required by applicable law.

14.22. PERMITTED REVERSION OF FUNDS TO EMPLOYER. If it is determined by the
Internal Revenue Service that the Plan does not initially qualify under Section
401 of the Code, all assets then held under the Plan will be returned by the
Trustee, as directed by the Administrator, to the Employer, but only if the
application for determination is made by the time prescribed by law for filing
the Employer's return for the taxable year in which the Plan was adopted or such
later date as may be prescribed by regulations. Such distribution will be made
within one year after the date the initial qualification is denied. Upon such
distribution the Plan will be considered to be rescinded and to be of no force
or effect.


                                       70
<PAGE>   75

       Contributions under the Plan are conditioned upon their deductibility
under Section 404 of the Code. In the event the deduction of a contribution made
by the Employer is disallowed under Section 404 of the Code, such contribution
(to the extent disallowed) must be returned to the Employer within one year of
the disallowance of the deduction.

       Any contribution made by the Employer because of a mistake of fact must
be returned to the Employer within one year of the contribution.

14.23. GOVERNING LAW. This Trust Agreement will be construed, administered and
enforced according to ERISA and, to the extent not preempted thereby, the laws
of the Commonwealth of Massachusetts.



                                       71
<PAGE>   76



                                    ADDENDUM

                                       TO
                          CORPORATEPLAN FOR RETIREMENT
                         THE PROFIT SHARING/401(K) PLAN
                       FIDELITY BASIC PLAN DOCUMENT NO. 07

                         RE: RETROACTIVE EFFECTIVE DATES

This Addendum is intended to clarify and set forth the effective dates of
certain provisions of the Plan with respect to the adopting Employer. This
Addendum applies only to the extent that the Employer has not amended the Plan
with respect to the applicable provisions of the Tax Reform Act of 1986 ("TRA
'86"). Unless otherwise specifically provided by the terms of the Plan, this
amendment and restatement is effective with respect to each change made to
satisfy the provisions of (i) TRA '86, (ii) any other change in the Code or
ERISA, or (iii) regulations, rulings, or other published guidance issued under
the Code, ERISA, or TRA '86, the first day of the first period (which may or may
not be the first day of a Plan year) with respect to which such change became
required because of such provision (including any day that became such as a
result of an election or waiver by an Employer or a waiver or exemption issued
under the Code, ERISA, or TRA `86), including, but not limited to, the
following:

(a) The following changes as required by TRA '86 are effective for Plan Years
beginning after December 31, 1986, unless a delayed effective date applies
because the Plan is collectively-bargained or because of an applicable exemption
or waiver:

         (1)      Changes in the definition of Employee in Section 2.01(a)(10)
                  to reflect changes in the safe harbor exclusion for Leased
                  Employees;

         (2)      Changes in the definition of Highly Compensated Employee in
                  Section 2.01(a)(16)

         (3)      Addition of the aggregate deferral limit under Section 402(g)
                  of the Code in Section 4.01(c);

         (4)      Changes to the Code Section 401(k) discrimination test in
                  Section 4.02;

         (5)      Addition of the Code Section 401(m) discrimination test and
                  application of the Aggregate Limit in Section 4.04;

         (6)      Compliance with the Code Section 414(s) compensation
                  definition requirements in Sections 5.03 and 9.03;

         (7)      Changes in the Participant Loan provisions in Section 7.09; if
                  applicable, to reflect new dollar limitations, repayment
                  requirements, and restrictions applicable to Highly
                  Compensated Employees under Section 72(p) of the Code;

         (8)      Changes in the definition of Key Employee in Section 9.02(a);
                  and


<PAGE>   77

         (9)      Changes in the definition of Top-Heavy Ratio in Section
                  9.02(c)(3) to provide for ratable accrual.

(b) Changes in the 415 limitations in Section 5.03 as required by TRA '86 are
effective for limitation years beginning after December 31, 1986, unless a
delayed effective date applies because the Plan is collectively-bargained or
because of an applicable waiver or exemption; provided, however, that Annual
Additions shall not be recalculated to take into account all Employee
contributions for limitation years beginning before the effective date.

(c) The following changes as required by TRA '86 are effective for Plan years
beginning After December 31, 1987, unless a delayed effective date applies
because the Plan is collectively-bargained or because of an applicable waiver or
exemption:

         (1)      Changes required to provide that allocations shall not be
                  decreased or discontinued because of attainment of any age, if
                  any; and

         (2)      Changes in the definition of Normal Retirement Age in Section
                  1.06(a), if any, to reflect the five years of participation
                  rule.

(d) The following changes as required by TRA '86 are effective for Plan Years
beginning after December 31, 1988, unless a delayed effective date applies
because the Plan is collectively-bargained or because of an applicable waiver or
exemption:

         (1)      Changes in the vesting schedule specified in Section 1.07, if
                  applicable;

         (2)      Changes in the permitted disparity rules in Section
                  4.06(b)(2), if applicable; and

         (3)      Changes in the requirements for electing a former vesting
                  schedule in Section 10.03, if applicable.

Notwithstanding the foregoing and subject to applicable law, with respect to
Plan years beginning after December 31, 1986, and before the date of this
restatement of the Plan, the Employer may elect to operate the Plan in
accordance with any transitional rule published by the Internal Revenue Service
or a reasonable, good faith interpretation of TRA '86 and related applicable
law, in which event such transitional rule or good faith interpretation shall
prevail over the provisions in this restatement of the Plan with respect to such
Plan Year.

Each other change made under the Plan is effective as of the date specified in
Section 1.01(g) of the Adoption Agreement, unless otherwise specifically
provided by the terms of the Plan.



                                       2
<PAGE>   78


                         CORPORATEPLAN FOR RETIREMENT(SM)

                           PROFIT SHARING/401(K) PLAN

                       FIDELITY BASIC PLAN DOCUMENT NO. 07
                                  AMENDMENT ONE

SECTION 2.01(a)(7) "COMPENSATION" is amended to include:

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

         For plan years beginning on or after January 1, 1994, any reference in
this plan to the limitation under section 401(a)(17) of the Code shall mean the
OBRA '93 annual compensation limit set forth in this provision. Notwithstanding
2.01(a)(7)(A), for purpose of Section 4.02 (Additional Limit on Deferral
Contributions) and Section 4.04 (Limit on Matching Contributions), the Employer
may use Compensation as defined in Section 5.03(e)(2) excluding reimbursements
or other expense allowances, fringe benefits (cash and non-cash), moving
expenses, deferred compensation and welfare benefits, but including amounts that
are not includable in the gross income of the Participant under a salary
reduction agreement by reason of the application of Section 125, 402(a)(8),
402(h) or 403(b) of the Code.

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

SECTION 8.01(d) "DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES" is
amended to include:

         (5) If a distribution is one to which sections 401(a)(11) and 417 of
the Internal Revenue Code do not apply, such distribution may commence less than
30 days after the notice required under section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:

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


                                       3
<PAGE>   79

       the Participant, after receiving the notice, affirmatively elects a
                                  distribution.



                                       4
<PAGE>   80



                               MODEL AMENDMENT TO

                       THE CORPORATEPLAN FOR RETIREMENT(SM)

                          PROFIT SHARING / 401 (K) PLAN

                                (DOCUMENT NO. 07)

         This amendment is effective for plan years beginning after December 11,
1994.

         Notwithstanding any provision of this plan to the contrary, to the
extent any optional form of benefit under this 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
Section 414 (1) of the Internal Revenue Code, to this plan from a money purchase
pension plan qualified under Section 401(a) of the Internal Revenue Code (other
than any portion of those assets and liabilities attributable to voluntary
employee contributions).



                                       5
<PAGE>   81



                         CORPORATEPLAN FOR RETIREMENT(SM)

                           PROFIT SHARING/401(K) PLAN

                       FIDELITY BASIC PLAN DOCUMENT NO. 07
                                  AMENDMENT TWO

Effective December 1, 1996, Section 2.01(a)(25) shall be amended to read as
follows:

(25)   "Registered Investment Company" means any one or more corporations,
       partnerships or trusts registered under the Investment Company Act of
       1940.



                                       6
<PAGE>   82



                      THE CORPORATEPLAN FOR RETIREMENT(SM)

                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN

                     NON-STANDARDIZED ADOPTION AGREEMENT 002
                                BASIC PLAN NO. 07


<PAGE>   83


                               ADOPTION AGREEMENT
                                    ARTICLE 1
                      NON-STANDARDIZED PROFIT SHARING PLAN
<TABLE>
<CAPTION>
<S>     <C>                        <C>
1.01    PLAN INFORMATION

         (a)      NAME OF PLAN:

                  This is the LEXINGTON PRECISION CORPORATION RETIREMENT & SAVINGS PLAN (the "Plan").
                              ---------------------------------------------------------

         (b)      TYPE OF PLAN:

                  (1)      |X|  401(k) and Discretionary Profit Sharing

                  (2)      |_|  Profit Sharing Only

                  (3)      |_|  401(k) Only

         (c)      NAME OF PLAN ADMINISTRATOR, IF NOT THE EMPLOYER:

                  Name:            LEXINGTON PRECISION CORPORATION
                                   ----------------------------------------------------------

                  Address:         30195 CHAGRIN BLVD., SUITE 208W, CLEVELAND, OH  44124-5703
                                   ----------------------------------------------------------

                  Phone Number:    (216) 591-1071
                                   ----------------------------------------------------------

                  The Plan Administrator is the agent for service of legal process for the Plan.

         (d)      LIMITATION YEAR (check one):

                  (1)       |X|     Calendar Year

                  (2)       |_|     Plan Year

                  (3)       |_|     Other:

         (e)      THREE DIGIT PLAN NUMBER:  016
                                            ---

         (f)      PLAN YEAR END (month/day):DECEMBER 31
                                            -----------

         (g)      PLAN STATUS (check one):

                  (1)       |_| Effective Date of new Plan:
                                                            --------------

                  (2)       |X| Amendment Effective Date:  10/1/98     .  This is (check one):
                                                           -------

                      (A)      |_| an amendment of The CORPORATEplan for Retirement(SM) Adoption Agreement
                               previously executed by the Employer; or

                      (B)      |X| conversion from another plan document into
                               The CORPORATEplan for Retirement(SM).

                               The original effective date of the Plan: 1/1/90
                                                                        ------
</TABLE>


                                       2
<PAGE>   84
<TABLE>
<S>                          <C>
                              The substantive provisions of the Plan shall apply prior to the Effective Date
                              to the extent required by the Tax Reform Act of 1986 or other applicable laws.

1.02     EMPLOYER

         (a)     THE EMPLOYER IS:           LEXINGTON PRECISION CORPORATION
                                            -------------------------------

                 Address:                   767 THIRD AVE., 29TH FLOOR
                                            --------------------------

                                            NEW YORK, NY  10017-2023
                                            ------------------------

                 Contact's Name:            KELLY MACMILLAN/DENNIS J. WELHOUSE
                                            ----------------------------------

                 Telephone Number:          216-591-1071
                                            ------------

                   (1)     Employer's Tax Identification Number:  22-1830121
                                                                  ----------

                   (2)     Business form of Employer (check one):

                             (A) |X| Corporation                         (D) |_| Governmental 
                             (B) |_| Sole proprietor or partnership      (E) |_| Tax exempt organization 
                             (C) |_| Subchapter S Corporation            (F) |_| Rural Electric Cooperative

                  (3)      Employer's fiscal year end:        12/31
                                                       ------------

                  (4)      Date business commenced: APRIL 25, 1966
                                                    --------------
</TABLE>



                                       3
<PAGE>   85
<TABLE>
<S>                    <C>
         (b)      THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S)
                  (as defined in Section 2.01(a)(26)):

1.03     COVERAGE

         (a) ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW WILL BE
ELIGIBLE TO PARTICIPATE IN THE PLAN:

                  (1)      SERVICE REQUIREMENT (check one):

                           (A)      |_| no service requirement.

                           (B)      |_| three consecutive months of service (no
                                    minimum number Hours of Service can be
                                    required).

                           (C)      |X| six consecutive months of service (no
                                    minimum number Hours of Service can be
                                    required).

                           (D)      |_| one Year of Service (1,000 Hours of
                                    Service is required during the Eligibility
                                    Computation Period.)

                  (2) AGE REQUIREMENT (check one):

                           (A) |_| no age requirement.

                           (B) |X| must have attained age 19.0 (not to exceed
                               21).
</TABLE>


                                       4
<PAGE>   86
<TABLE>
<S>                 <C>

                  (3) THE CLASS OF EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PLAN
(check one):

                           (A)      |_| includes all Employees of the Employer.

                           (B)      |X| includes all Employees of the Employer
                                    except for (check the appropriate box(es)):

                                    (I)   |_| Employees covered by a collective
                                          bargaining agreement.

                                    (II)  |_| Highly Compensated Employees as
                                          defined in Code Section 414(q).

                                    (III) |X| Leased Employees as defined in
                                          Section 2.01(a)(18).

                                    (IV)  |_| Nonresident aliens who do not
                                          receive any earned income from the
                                          Employer which constitutes United
                                          States source income.

                                    (V)   |X|  Other

                                                   ANY INDIVIDUAL THE EMPLOYER TREATS AS AN     
                                                   INDEPENDENT CONTRACTOR EVEN IF A GOVERNMENT  
                                                   AGENCY OR COURT CONSIDERS THE INDIVIDUAL AN  
                                                   EMPLOYEE FOR OTHER PURPOSES                  
                                                   
                           NOTE:    No exclusion in this section may create a discriminatory class of 
                                    employees. An Employer's Plan must still pass the Internal Revenue 
                                    Code coverage and participation requirements if one or more of the 
                                    above groups of Employees have been excluded from the Plan.

            (b) THE ENTRY DATE(S) SHALL BE (check one):

                  (1)      |_| the first day of each Plan Year (do not select if
                           Section 1.03 (a)(1)(D) is elected or if there is an
                           age requirement of greater than 20 1/2 in Section
                           1.03(a)(2)(B)).

                  (2)      |_| the first day of each Plan Year and the date six months later.

                  (3)      |X| the first day of each Plan Year and the first day of the fourth, seventh, and
                           tenth months.

                  (4)      |_| the first day of each month.
</TABLE>



                                       5
<PAGE>   87

<TABLE>
<S>            <C>       <C>
         (c)      DATE OF INITIAL PARTICIPATION - AN EMPLOYEE WILL BECOME A
                  PARTICIPANT UNLESS EXCLUDED BY SECTION 1.03(a)(3) ABOVE ON THE
                  ENTRY DATE IMMEDIATELY FOLLOWING THE DATE THE EMPLOYEE
                  COMPLETES THE SERVICE AND AGE REQUIREMENT(S) IN SECTION
                  1.03(a), IF ANY, EXCEPT (check one):

                  (1)       |X|     No exceptions.

                  (2)       |_|     Employees employed on the Effective Date in Section 1.01(g) will become Participants on
                            that date.

                  (3)       |_|     Employees who meet the age and service requirement(s) of Section 1.03(a) on the Effective
                            Date in Section 1.01(g) will become Participants on that date.



1.04     COMPENSATION

         (a)      FOR PURPOSES OF DETERMINING CONTRIBUTIONS UNDER THE PLAN,
                  COMPENSATION SHALL BE AS DEFINED IN SECTION 2.01(a)(7), BUT
                  EXCLUDING (check the appropriate box(es)):

                  (1)       |_|     Overtime Pay.

                  (2)       |_|     Bonuses.

                  (3)       |_|     Commissions.

                  (4)       |X| The value of a qualified or a non-qualified stock
                            option granted to an Employee by the Employer to the
                            extent such value is includable in the Employee's
                            taxable income.

                    NOTE:      These exclusions shall not apply for purposes of the "Top Heavy" requirements in
                               Section 9.03 or for allocating Discretionary Employer Contributions if an Integrated
                               Formula is elected in Section 1.05(a)(2).

                  (5)       |X|     No exclusions.

</TABLE>

                                       6
<PAGE>   88
<TABLE>
<S>            <C>


         (b)      COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION

                  Contributions for the Plan Year in which an Employee first
                  becomes a Participant shall be determined based on the
                  Employee's Compensation (check one):

                  (1)       |X|     For the entire Plan Year.

                  (2)       |_|     For the portion of the Plan Year in which the Employee is eligible to participate
                           in the Plan.


1.05     CONTRIBUTIONS

         (a)       |X|  EMPLOYER CONTRIBUTIONS :

                   (1)       |_|  FIXED FORMULA - NONINTEGRATED FORMULA (check (A) or (B)):

                             (A)  |_|    FIXED PERCENTAGE EMPLOYER CONTRIBUTION:

                                         For each Plan Year, the Employer will contribute for each eligible
                                         Participant an amount equal to ____ % (not to exceed 15%) of such
                                         Participant's Compensation.

                             (B) |_| FIXED FLAT DOLLAR EMPLOYER CONTRIBUTION:

                                         For each Plan Year, the Employer will contribute for each eligible
                                         Participant an amount equal to $ ____ .

                  (2)       |X|     DISCRETIONARY FORMULA

                            The Employer may decide each Plan Year whether to make a discretionary Employer contribution on behalf
                            of eligible Participants in accordance with Section 4.06. Such contributions shall be allocated to
                            eligible Participants based upon the following (check (A) or (B)):

                            (A)  |X|     Nonintegrated Allocation Formula:
                                         In the ratio that each eligible
                                         Participant's Compensation bears to the
                                         total Compensation paid to all eligible
                                         Participants for the Plan Year.

                             (B)         |_| Integrated Allocation Formula: In
                                         accordance with Section 4.06.

                             NOTE:     An Employer who maintains any other plan that provides for Social Security
                                       Integration (permitted disparity) may not elect (2)(B).
</TABLE>




                                       7
<PAGE>   89

<TABLE>
<S>            <C>         <C>
                  (3)      ELIGIBILITY REQUIREMENT(S)

                           A Participant shall be entitled to Employer Contributions for a Plan Year under this Subsection
                           (a) if the Participant satisfies the following requirement(s) (Check the appropriate box(es) -
                           Options (B) and (C) may not be elected together):

                             (A) |X| is employed by the Employer on the last day of the Plan Year.

                             (B) |_| earns at least 500 Hours of Service during the Plan Year.

                             (C) |_| earns at least 1,000 Hours of Service during the Plan Year.

                             (D) |_| no requirements.

                             NOTE:     If option (A), (B) or (C) above is selected then Employer contributions can
                                       only be FUNDED by the Employer AFTER Plan Year end. Employer contributions funded
                                       during the Plan Year shall not be subject to the eligibility requirements of this
                                       Section 1.05(a)(3).

         (b)       |X|     DEFERRAL CONTRIBUTIONS

                   (1)     REGULAR CONTRIBUTIONS

                                       The Employer shall make a Deferral Contribution in accordance with Section 4.01
                                       on behalf of each Participant who has an executed salary reduction agreement in
                                       effect with the Employer for the payroll period in question, not to exceed 15.00%
                                       (NO MORE THAN 15%) of Compensation for that period.

                             (A)    A Participant may increase or decrease, on a
                                    prospective basis, his salary reduction
                                    agreement percentage (check one):

                                            (i)       |_|   As of the beginning of each payroll period.

                                            (ii)      |X|   As of the first day of each month.

                                            (iii)     |_|   As of the next Entry Date.

                                            (iv)      |_|   (Specify, but must be at least once per Plan Year)

                             (B)    A Participant may revoke, on a prospective basis, a salary reduction agreement at any
                                    time upon proper notice to the Administrator but in such case may not file a new
                                    salary reduction agreement until (check one):

                                            (i)       |_|   The first day of the next Plan Year.
                                            (ii)      |X|   Any subsequent Plan Entry Date.
                                            (iii)     |_|   (Specify, but must be at least once per Plan Year)
</TABLE>



                                      8
<PAGE>   90
<TABLE>
<S>            <C>       <C>

                  (2)       |_|     CATCH-UP CONTRIBUTIONS

                           The Employer may allow Participants upon proper
                           notice and approval to enter into a special salary
                           reduction agreement to make additional Deferral
                           Contributions in an amount up to 100% of their
                           Compensation for the payroll period(s) in the final
                           month of the Plan Year.

                  (3)       |_|     BONUS CONTRIBUTIONS

                           The Employer may allow Participants upon proper
                           notice and approval to enter into a special salary
                           reduction agreement to make Deferral Contributions in
                           an amount up to 100% of any Employer paid cash
                           bonuses made for such Participants during the Plan
                           Year. The Compensation definition elected by the
                           Employer in Section 1.04(a) must include bonuses if
                           bonus contributions are permitted.

                           NOTE:      A Participant's contributions under (2)
                                      and/or (3) may not cause the Participant
                                      to exceed the percentage limit specified
                                      by the Employer in (1) after the Plan
                                      Year. The Employer has the right to
                                      restrict a Participant's right to make
                                      Deferral Contributions if they will
                                      adversely affect the Plan's ability to
                                      pass the actual deferral percentage and/or
                                      the actual contribution percentage test.

                  (4)      |X|     QUALIFIED DISCRETIONARY CONTRIBUTIONS

                           The Employer may contribute an amount which it
                           designates as a Qualified Discretionary Contribution
                           to be included in the actual deferral percentage or
                           actual contribution percentage test. Qualified
                           Discretionary Contributions shall be allocated to
                           Non-highly Compensated Employees (check one):

                           (A) |X| in the ratio which each such
                               Participant's Compensation for the Plan Year
                               bears to the total of all such Participants'
                               Compensation for the Plan Year.

                           (B) |_| as a flat dollar amount for each such
                               Participant for the Plan Year.
</TABLE>


                                     9



<PAGE>   91
<TABLE>
<S>               <C>

         (c)      |X|      MATCHING CONTRIBUTIONS (only if Section 1.05(b) is checked)

                  (1)      THE EMPLOYER SHALL MAKE A MATCHING CONTRIBUTION ON
                           BEHALF OF EACH PARTICIPANT IN AN AMOUNT EQUAL TO THE
                           FOLLOWING PERCENTAGE OF A PARTICIPANT'S DEFERRAL
                           CONTRIBUTIONS DURING THE PLAN YEAR (check one):

                           (A) |X| 50% 
                           (B) |_| 100% 
                           (C) |_| ___% 
                           (D) |_| (Tiered Match)

                                    ______% of the first________________________% of the Participant's Compensation
                                    contributed to the Plan,

                                    ______% of the next_________________________% of the Participant's Compensation
                                    contributed to the Plan,

                                    ______% of the next_________________________% of the Participant's Compensation
                                    contributed to the Plan.

                                    NOTE:  THE PERCENTAGES SPECIFIED ABOVE FOR MATCHING CONTRIBUTIONS MAY NOT INCREASE AS
                                    THE PERCENTAGE OF COMPENSATION CONTRIBUTED INCREASES.

                           (E)      |_| The percentage declared for the year, if any, by a Board of Directors' Resolution (or
                                    by a Letter of Intent for a Sole Proprietor or Partnership).

                  (2)      |_| THE EMPLOYER MAY AT PLAN YEAR END MAKE AN ADDITIONAL MATCHING CONTRIBUTION EQUAL TO A
                           PERCENTAGE DECLARED BY THE EMPLOYER, THROUGH A BOARD OF DIRECTORS' RESOLUTION (OR
                           BY A LETTER OF INTENT FOR A SOLE PROPRIETOR OR PARTNERSHIP), OF THE DEFERRAL
                           CONTRIBUTIONS MADE BY EACH PARTICIPANT DURING THE PLAN YEAR (ONLY IF AN OPTION IS
                           CHECKED UNDER SECTION 1.05(c)(1)).

                  (3)      |X| MATCHING CONTRIBUTION LIMITS (check the appropriate box):

                           (A)      |X| Deferral Contributions in excess of 6.0%
                                    of the Participant's Compensation for the
                                    period in question shall not be considered
                                    for Matching Contributions.

                                 Note:   If the Employer elects a percentage limit in (A) above and requests the
                                         Trustee to account separately for matched and unmatched Deferral Contributions,
                                         the Matching Contributions allocated to each Participant must be computed, and
                                         the percentage limit applied, based upon each payroll period.

                           (B)      |_| Matching Contributions for each Participant for each Plan Year shall be
                                    limited to $_______________ .

                  (4)      ELIGIBILITY REQUIREMENT(S)

                           A Participant who makes Deferral Contributions during the Plan Year under Section 1.05(b) shall be
                           entitled to Matching Contributions for that Plan Year if the Participant satisfies the following
                           requirement(s) (Check the appropriate box(es). Options (B) and (C) may not be elected together):

                         (A) |_| Is employed by the Employer on the last day of the Plan Year.

                         (B) |_| Earns at least 500 Hours of Service during the Plan Year.

                         (C) |_| Earns at least 1,000 Hours of Service during the Plan Year.

</TABLE>


                                       10
<PAGE>   92

<TABLE>
<CAPTION>
<S>                <C>   <C>
                         (D) |_| Is not a Highly Compensated Employee for the Plan Year.

                         (E) |_| Is not a Partner of the Employer, if the Employer is a Partnership.

                         (F) |X| No requirements.

                         NOTE:        If option (A), (B) or (C) above is selected then Matching Contributions can
                                      only be FUNDED by the Employer AFTER the Plan Year ends. Any Matching
                                      Contribution funded before Plan Year end shall not be subject to the eligibility
                                      requirements of this Section 1.05(c)(4)). If option (A), (B), or (C) is adopted
                                      during a Plan Year, such option shall not become effective until the first day of
                                      the next Plan Year.

          (d)      |_|     EMPLOYEE AFTER-TAX CONTRIBUTIONS (check one):

                   (1)       |_|     Future Contributions

                           Participants may make voluntary non-deductible
                           Employee Contributions pursuant to Section 4.09 of
                           the Plan. This option may only be elected if the
                           Employer has elected to permit Deferral Contributions
                           under Section 1.05(b). Matching Contributions by the
                           Employer are not allowed on any voluntary
                           non-deductible Employee Contributions. Withdrawals
                           are limited to one per year unless Employee
                           Contributions were allowed under a previous plan
                           document which authorized more frequent withdrawals.

                   (2)       |_|     Frozen Contributions

                           Participants may not make voluntary non-deductible
                           Employee Contributions, but the Employer does
                           maintain frozen Participant voluntary non-deductible
                           Employee Contribution Accounts.


</TABLE>

                                    11
<PAGE>   93

<TABLE>
<CAPTION>
<S>     <C>      <C>

1.06    RETIREMENT AGE(S)

         (a) THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one):

                  (1)       |X| age 65.

                  (2)       |_| age______(specify between 55 and 64).

                  (3)       |_| later of the age________(can not exceed 65) or the fifth anniversary of the
                            Participant's Employment Commencement Date.




         (b)      |X| THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER THE PARTICIPANT ATTAINS AGE 55.0 (SPECIFY 55 OR
                  GREATER)  AND COMPLETES 0 YEARS OF SERVICE FOR VESTING.



         (c)      |X|        A PARTICIPANT IS ELIGIBLE FOR DISABILITY RETIREMENT IF HE/SHE (check the appropriate box(es)):

                  (1)       |_| satisfies the requirements for benefits under the Employer's Long-Term Disability
                            Plan.

                  (2)       |X| satisfies the requirements for Social Security disability benefits.

                  (3)       |_| is determined to be disabled by a physician approved by the Employer.

</TABLE>


                                        12
<PAGE>   94


1.07    VESTING SCHEDULE

       (a)  THE PARTICIPANT'S VESTED PERCENTAGE IN EMPLOYER CONTRIBUTIONS (FIXED
            OR DISCRETIONARY) ELECTED IN SECTION 1.05(a) AND/OR MATCHING
            CONTRIBUTIONS ELECTED IN SECTION 1.05(c) SHALL BE BASED UPON THE
            SCHEDULE(S) SELECTED BELOW, EXCEPT WITH RESPECT TO ANY PLAN YEAR
            DURING WHICH THE PLAN IS TOP-HEAVY. THE SCHEDULE ELECTED IN SECTION
            1.12(d) SHALL AUTOMATICALLY APPLY FOR A TOP-HEAVY PLAN YEAR AND ALL
            PLAN YEARS THEREAFTER UNLESS THE EMPLOYER HAS ALREADY ELECTED A MORE
            FAVORABLE VESTING SCHEDULE BELOW.
<TABLE>
<CAPTION>

           (1)      EMPLOYER CONTRIBUTIONS                             (2)      MATCHING CONTRIBUTIONS
                      (check one):                                                (check one):
<S>        <C>                                                         <C>                            

              (A)    |_|  N/A - No Employer Contributions                (A)      |_|  N/A - No Matching Contributions
              (B)    |_|  100% Vesting immediately                       (B)      |_|  100% Vesting immediately
              (C)    |_|  3 year cliff (see C below)                     (C)      |_|  3 year cliff (see C below)
              (D)    |_|  5 year cliff (see D below)                     (D)      |_|  5 year cliff (see D below)
              (E)    |_|  6 year graduated (see E below)                 (E)      |_|  6 year graduated (see E below)
              (F)    |X|  7 year graduated (see F below)                 (F)      |X|  7 year graduated (see E below)
              (G)    |_|  OTHER VESTING (complete G1 below)              (G)      |_|  OTHER VESTING (COMPLETE G2
                                                                                  below)
</TABLE>

<TABLE>
<CAPTION>
             YEARS OF                                       VESTING SCHEDULE
           SERVICE FOR
             VESTING                 C                D                E                F               G1               G2
             -------                 -                -                -                -               --               --

<S>                               <C>              <C>              <C>             <C>                <C>             <C>
                0                    0%               0%               0%              0%               ___%            ___%
                1                    0%               0%               0%              0%               ___%            ___%
                2                    0%               0%              20%              0%               ___%            ___%
                3                  100%               0%              40%             20%               ___%            ___%
                4                  100%               0%              60%             40%               ___%            ___%
                5                  100%             100%              80%             60%               ___%            ___%
                6                  100%             100%             100%             80%               ___%            ___%
                7                  100%             100%             100%            100%               100%            100%


           NOTE:  A schedule elected under G1 or G2 above must be at least as favorable as one of the schedules in C,
                    D, E or F above.

         (b) |_| Years of Service for Vesting shall exclude:

             (1) |_| for new plans, service prior to the Effective Date as defined in Section 1.01(g)(1).

             (2) |_| for existing plans converting from another plan document, service prior to the original
                 Effective Date as defined in Section 1.01(g)(2).

</TABLE>



                                     13
<PAGE>   95

1.08     PREDECESSOR EMPLOYER SERVICE

          |_|     SERVICE FOR PURPOSES OF ELIGIBILITY IN SECTION 1.03(a)(1) AND
                  VESTING IN SECTION 1.07(a) OF THIS PLAN SHALL INCLUDE SERVICE
                  WITH THE FOLLOWING EMPLOYER(S):

1.09     PARTICIPANT LOANS

         PARTICIPANT LOANS (check (a) or (b)):

         (a)      |X| will be allowed in accordance with Section 7.09, subject
                  to a $1,000 minimum amount and will be granted (check (1) or
                  (2)):

                  (1)     |X| for any purpose.

                  (2)     |_| for hardship withdrawal (as defined in 
                              Section 7.10) purposes only.

         (b)      |_| will not be allowed.

1.10     HARDSHIP WITHDRAWALS

         Participant withdrawals for hardship prior to termination of employment
(check one):

         (a)       |X| will be allowed in accordance with Section 7.10, 
                       subject to a $1,000 minimum amount.

         (b)       |_| will not be allowed.



                                      14
<PAGE>   96


1.11    DISTRIBUTIONS

         (a)      SUBJECT TO ARTICLES 7 AND 8 AND (b) BELOW, DISTRIBUTIONS UNDER
                  THE PLAN WILL BE PAID (check the appropriate box(es)):

                  (1)       |X| as a lump sum.

                  (2)       |_| under a systematic withdrawal plan 
                            (installments).

         (b)      |X| CHECK IF A PARTICIPANT WILL BE ENTITLED TO RECEIVE A
                  DISTRIBUTION OF ALL OR ANY PORTION OF THE FOLLOWING ACCOUNTS
                  WITHOUT TERMINATING EMPLOYMENT UPON ATTAINMENT OF AGE 59 1/2
                  (check one):

                  (1)       |_| Deferral Contribution Account

                  (2)       |X| All Accounts

         (c)      |_| CHECK IF THE PLAN WAS CONVERTED (BY PLAN AMENDMENT) FROM
                  ANOTHER DEFINED CONTRIBUTION PLAN, AND THE BENEFITS WERE
                  PAYABLE AS (check the appropriate box(es)):

                  (1)      |_| a form of single or joint and survivor life 
                           annuity.

                  (2)      |_| an in-service withdrawal of vested Employer
                           Contributions maintained in a Participant's Account
                           (check (A) and/or (B)):

                           (A) |_| for at least (24 or more) months.

                           (B) |_| after the Participant has at least 60 months
                               of participation.

                  (3)      |_| another distribution option that is a "protected
                           benefit" under Section 411(d)(6) of the Internal
                           Revenue Code. Please attach a separate page
                           identifying the distribution option(s).

                  These additional forms of benefit may be provided for such
                  plans under Articles 7 or 8.

                  NOTE:    Under Federal Law, distributions to Participants must
                           generally begin no later than April 1 following the
                           year in which the Participant attains age 70 1/2.



                                    15
<PAGE>   97


1.12    TOP HEAVY STATUS

         (a) THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS OF
ARTICLE 9 (check one):

                  (1)      |_|  for each Plan Year.

                  (2)      |X|  for each Plan Year, if any, for which the 
                           Plan is Top-Heavy as defined in Section 9.02.

                  (3)      |_| Not applicable. (This option is available for
                           plans covering only employees subject to a collective
                           bargaining agreement and there are no Employer or
                           Matching Contributions elected in Section 1.05.)

         (b)      IN DETERMINING TOP-HEAVY STATUS, IF NECESSARY, FOR AN EMPLOYER
                  WITH AT LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING
                  ASSUMPTIONS SHALL APPLY:

                  (1)     Interest rate:_______% per annum

                  (2)     Mortality table:

                  (3)     |X| Not Applicable.

         (c)      IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN
                  YEAR, EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER
                  CONTRIBUTION OF AT LEAST 3 (3, 4, 5, OR 7 1/2) % OF
                                          ---
                  COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE WITH SECTION 9.03
                  (check one):

                  (1)      |X| under this Plan in any event.

                  (2)      |_| under this Plan only if the Participant is not
                           entitled to such contribution under another qualified
                           plan of the Employer.

                  (3)      |_| Not applicable. (This option is available for
                           plans covering only employees subject to a collective
                           bargaining agreement and there are no Employer or
                           Matching Contributions elected in Section 1.05.)

                         NOTE:      Such minimum Employer contribution may be 
                                    less than the percentage indicated in
                                    (c) above to the extent provided in 
                                    Section 9.03(a).


                                       16
<PAGE>   98

<TABLE>
        (d)      IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN
                 YEAR, THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF THE
                 SCHEDULE(S) ELECTED IN SECTION 1.07(a) FOR SUCH PLAN YEAR AND
                 EACH PLAN YEAR THEREAFTER (check one):

                  (1)      |_|      100% vested after _____ (not in excess of 
                           3) years of service for vesting.

                  (2)      |X| YEARS OF SERVICE FOR VESTING            VESTING PERCENTAGE            MUST BE AT LEAST
<S>                                                                      <C>                         <C>
                                            0                                  0.00%                         0%
                                                                               -----                           
                                            1                                  0.00%                         0%
                                                                               -----                           
                                            2                                 20.00%                        20%
                                                                              ------                           
                                            3                                 40.00%                        40%
                                                                              ------                           
                                            4                                 60.00%                        60%
                                                                              ------                           
                                            5                                 80.00%                        80%
                                                                              ------                           
                                            6                                100.00%                       100%
                                                                             -------                          
</TABLE>

                  Note:    If the schedule(s) elected in Section 1.07(a) is(are)
                           more favorable in all cases than the schedule elected
                           in (d) above, then the schedule(s) in Section 1.07(a)
                           will continue to apply even in Plan Years in which
                           the Plan is Top-Heavy.

1.13    TWO OR MORE PLANS - Code Section 415 limitation on annual additions

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

         (a)      IF THE EMPLOYER MAINTAINS, OR MAINTAINED, ANY OTHER DEFINED
                  CONTRIBUTION PLAN WHICH IS NOT A MASTER OR PROTOTYPE PLAN,
                  ANNUAL ADDITIONS FOR ANY LIMITATION YEAR TO THIS PLAN WILL BE
                  LIMITED (check one):

                  (1) |_| in accordance with Section 5.03 of this Plan.
                  (2) |_| in accordance with another method set forth on an
                          attached separate sheet. 
                  (3) |X| Not Applicable.


                                       17
<PAGE>   99


         (b)      IF THE EMPLOYER MAINTAINS, OR MAINTAINED, ANY DEFINED BENEFIT
                  PLAN(S), THE SUM OF THE DEFINED CONTRIBUTION FRACTION AND
                  DEFINED BENEFIT FRACTION FOR A LIMITATION YEAR MAY NOT EXCEED
                  THE LIMITATION SPECIFIED IN CODE SECTION 415(e), MODIFIED BY
                  SECTION 416(h)(1) OF THE CODE. THIS COMBINED PLAN LIMIT
                  WILL BE MET AS FOLLOWS (check one):

                  (1)      |X| Annual Additions to this Plan are limited so that
                           the sum of the Defined Contribution Fraction and the
                           Defined Benefit Fraction does not exceed 1.0.

                  (2)      |_| another method of limiting Annual Additions or
                           reducing projected annual benefits is set forth on an
                           attached schedule.

                  (3)      |_| Not Applicable.

1.14    ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS

         (a)      INVESTMENT DIRECTIONS

                  Participant Accounts will be invested (check one):

                  (1)      |_| in accordance with investment directions provided
                           to the Trustee by the Employer for allocating all
                           Participant Accounts among the options listed in (b)
                           below.

                  (2)      |X| in accordance with investment directions provided
                           to the Trustee by each Participant for allocating his
                           entire Account among the options listed in (b) below.

                  (3)      |_| in accordance with investment directions provided
                           to the Trustee by each Participant for all
                           contribution sources in a Participant's Account
                           except the following sources shall be invested as
                           directed by the Employer (check (A) and/or (B)):

                                    (A) |_|  Fixed or Discretionary Employer 
                                             Contributions

                                    (B) |_|  Employer Matching Contributions

                           The Employer must direct the applicable sources among
                           the same investment options made available for
                           Participant directed sources listed in (b) below.


                                       18
<PAGE>   100


         (b)      PLAN INVESTMENT OPTIONS

                  The Employer hereby establishes a Trust under the Plan in
                  accordance with the provisions of Article 14, and the Trustee
                  signifies acceptance of its duties under Article 14 by its
                  signature below. Participant Accounts under the Trust will be
                  invested among the Fidelity Funds listed below pursuant to
                  Participant and/or Employer directions.
<TABLE>
<CAPTION>

                               FUND NAME                                                    FUND NUMBER
<S>                       <C>                                                                <C> 
                      1        Fidelity Managed Income Portfolio                              0632
                      2        Fidelity Intermediate Bond Fund                                0032
                      3        Fidelity Equity-Income Fund                                    0023
                      4        Fidelity Magellan(R)Fund                                       0021
                      5        Fidelity Freedom Income Fund(SM)                               0369
                      6        Fidelity Freedom 2000 Fund(SM)                                 0370
                      7        Fidelity Freedom 2010 Fund(SM)                                 0371
                      8        Fidelity Freedom 2020 Fund(SM)                                 0372
                      9        Fidelity Freedom 2030 Fund(SM)                                 0373
                      10       Franklin Small Cap Growth Fund - A                             3392
                      11       American AAdvantage International Equity Fund                  3161
</TABLE>


                  NOTE:  An additional annual recordkeeping fee will be charged
                         for each fund in excess of seven funds.

                           To the extent that the Employer selects as an
                           investment option the Managed Income Portfolio of the
                           Fidelity Group Trust for Employee Benefit Plans (the
                           "Group Trust"), the Employer hereby (A) agrees to the
                           terms of the Group Trust and adopts said terms as a
                           part of this Agreement and (B) acknowledges that it
                           has received from the Trustee a copy of the Group
                           Trust, the Declaration of Separate Fund for the
                           Managed Income Portfolio of the Group Trust, and the
                           Circular for the Managed Income Portfolio.

                  NOTE:    The method and frequency for change of investments
                           will be determined under the rules applicable to the
                           selected funds or, if applicable, the rules of the
                           Employer adopted in accordance with Section 6.03.
                           Information will be provided regarding expenses, if
                           any, for changes in investment options.


                                       19
<PAGE>   101


1.15    RELIANCE ON OPINION LETTER

         An adopting Employer may not rely on the opinion letter issued by the
         National Office of the Internal Revenue Service as evidence that this
         Plan is qualified under Section 401 of the Code. If the Employer wishes
         to obtain reliance that his or her Plan(s) are qualified, application
         for a determination letter should be made to the appropriate Key
         District Director of the Internal Revenue Service. Failure to fill out
         the Adoption Agreement properly may result in disqualification of the
         Plan.

         This Adoption Agreement may be used only in conjunction with Fidelity
         Prototype Plan Basic Plan Document No. 07. The Prototype Sponsor shall
         inform the adopting Employer of any amendments made to the Plan or of
         the discontinuance or abandonment of the prototype plan document.

1.16    PROTOTYPE INFORMATION:

         Name of Prototype Sponsor:        Fidelity Management & Research Co.
         Address of Prototype Sponsor:     82 Devonshire Street
                                           Boston, MA 02109

         Questions regarding this prototype document may be directed to the 
                           following telephone number:
                                1-(800) 343-9184.


                                       20
<PAGE>   102






                                 EXECUTION PAGE

                                (FIDELITY'S COPY)

                                                                                
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 30 day of JUNE, 1998.
              --        ----  ---- 

                                    Employer     Lexington Precision Corporation
                                                 -------------------------------

                                    By           Kelly L. MacMillan
                                                 -------------------------------

                                    Title        Treasurer
                                                 -------------------------------

                                    Employer     Lexington Precision Corporation
                                                 -------------------------------

                                    By           Dennis J. Welhouse
                                                 -------------------------------

                                    Title        Senior Vice President
                                                 -------------------------------

Accepted by

Fidelity Management Trust Company, as Trustee

By     ERIC L. WICHMANN                        Date  AUGUST 17, 1998
       -----------------------------                 --------------------------
Title  AUTHORIZED SIGNATORY
       -----------------------------


                                       21