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                          ONE LIBERTY PROPERTIES, INC.
                                  PENSION PLAN
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                                TABLE OF CONTENTS

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                                                          ARTICLE I
                                                         DEFINITIONS

                                                         ARTICLE II
                                                       ADMINISTRATION

2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER...........................................................................12
2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY...............................................................................13
2.3 POWERS AND DUTIES OF THE ADMINISTRATOR................................................................................13
2.4 RECORDS AND REPORTS...................................................................................................14
2.5 APPOINTMENT OF ADVISERS...............................................................................................15
2.6 PAYMENT OF EXPENSES...................................................................................................15
2.7 CLAIMS PROCEDURE......................................................................................................15
2.8 CLAIMS REVIEW PROCEDURE...............................................................................................15

                                                         ARTICLE III
                                                         ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY.............................................................................................16
3.2 EFFECTIVE DATE OF PARTICIPATION.......................................................................................16
3.3 DETERMINATION OF ELIGIBILITY..........................................................................................16
3.4 TERMINATION OF ELIGIBILITY............................................................................................16
3.5 OMISSION OF ELIGIBLE EMPLOYEE.........................................................................................17
3.6 INCLUSION OF INELIGIBLE EMPLOYEE......................................................................................17
3.7 ELECTION NOT TO PARTICIPATE...........................................................................................17

                                                         ARTICLE IV
                                                 CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION.........................................................................17
4.2 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION..............................................................................18
4.3 ACCOUNTING AND ALLOCATIONS............................................................................................18
4.4 MAXIMUM ANNUAL ADDITIONS..............................................................................................20
4.5 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.............................................................................22
4.6 TRANSFERS FROM QUALIFIED PLANS........................................................................................22
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                                                          ARTICLE V
                                                         VALUATIONS

5.1 VALUATION OF THE TRUST FUND...........................................................................................24
5.2 METHOD OF VALUATION...................................................................................................24

                                                         ARTICLE VI
                                         DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT.............................................................................25
6.2 DETERMINATION OF BENEFITS UPON DEATH..................................................................................25
6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY......................................................................26
6.4 DETERMINATION OF BENEFITS UPON TERMINATION............................................................................26
6.5 DISTRIBUTION OF BENEFITS..............................................................................................29
6.6 DISTRIBUTION OF BENEFITS UPON DEATH...................................................................................33
6.7 TIME OF SEGREGATION OR DISTRIBUTION...................................................................................37
6.8 DISTRIBUTION FOR MINOR BENEFICIARY....................................................................................37
6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN........................................................................37
6.10 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION......................................................................37
6.11 DIRECT ROLLOVER......................................................................................................37

                                                         ARTICLE VII
                                          AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1 AMENDMENT.............................................................................................................38
7.2 TERMINATION...........................................................................................................39
7.3 MERGER OR CONSOLIDATION...............................................................................................39
7.4 LOANS TO PARTICIPANTS.................................................................................................40

                                                        ARTICLE VIII
                                                          TOP HEAVY

8.1 TOP HEAVY PLAN REQUIREMENTS...........................................................................................41
8.2 DETERMINATION OF TOP HEAVY STATUS.....................................................................................41

                                                         ARTICLE IX
                                                        MISCELLANEOUS

9.1 PARTICIPANT'S RIGHTS..................................................................................................44
9.2 ALIENATION............................................................................................................45
9.3 CONSTRUCTION OF PLAN..................................................................................................45
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9.4 GENDER AND NUMBER.....................................................................................................45
9.5 LEGAL ACTION..........................................................................................................46
9.6 PROHIBITION AGAINST DIVERSION OF FUNDS................................................................................46
9.7 BONDING...............................................................................................................46
9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE............................................................................47
9.9 INSURER'S PROTECTIVE CLAUSE...........................................................................................47
9.10 RECEIPT AND RELEASE FOR PAYMENTS.....................................................................................47
9.11 ACTION BY THE EMPLOYER...............................................................................................47
9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY...................................................................47
9.13 HEADINGS.............................................................................................................48
9.14 APPROVAL BY INTERNAL REVENUE SERVICE.................................................................................48
9.15 UNIFORMITY...........................................................................................................49
9.16 WAIVER OF FUNDING....................................................................................................49

                                                          ARTICLE X
                                                   PARTICIPATING EMPLOYERS

10.1 ADOPTION BY OTHER EMPLOYERS..........................................................................................50
10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS..............................................................................50
10.3 DESIGNATION OF AGENT.................................................................................................51
10.4 EMPLOYEE TRANSFERS...................................................................................................51
10.5 PARTICIPATING EMPLOYER CONTRIBUTION..................................................................................51
10.6 AMENDMENT............................................................................................................51
10.7 DISCONTINUANCE OF PARTICIPATION......................................................................................51
10.8 ADMINISTRATOR'S AUTHORITY............................................................................................52
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                          ONE LIBERTY PROPERTIES, INC.
                                  PENSION PLAN

                  THIS PLAN, hereby adopted this __________ day of
______________________________, by One Liberty Properties, Inc. (herein referred
to as the "Employer").

                              W I T N E S S E T H:

                  WHEREAS, the Employer desires to recognize the contribution
made to its successful operation by its employees and to reward such
contribution by means of a Money Purchase Pension Plan for those employees who
shall qualify as Participants hereunder;

                  NOW, THEREFORE, effective January 1, 1 999, (hereinafter
called the "Effective Date"), the Employer hereby establishes a Money Purchase
Pension Plan (the "Plan") for the exclusive benefit of the Participants and
their Beneficiaries, on the following terms:

                                    ARTICLE I
                                   DEFINITIONS

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

         1.2 "Administrator" means the Employer unless another person or entity
has been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

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

         1.4 "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 8.2.

         1.5 "Anniversary Date" means December 31st.

         1.6 "Annuity Starting Date" means, with respect to any Participant, the
first day of the first period for which an amount is paid as an annuity or any
other form.

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


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

         1.9 "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation
must be determined without regard to any rules under Code Section 3401(a) that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2)).

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

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

                  For a Participant's initial year of participation,
Compensation shall be recognized for the entire Plan Year.

                  Compensation in excess of $150,000 shall be disregarded. Such
amount shall be adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17), except that the dollar increase in effect on January 1
of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year. For any short Plan Year the Compensation limit shall
be an amount equal to the Compensation limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12). In applying this limitation, the
family group of a Highly Compensated Participant who is subject to the Family
Member aggregation rules of Code Section 414(q)(6) as in effect prior to the
Small Business Job Protection Act of 1996 because such Participant is either a
"five percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, shall be treated
as a single Participant, except that for this purpose Family Members shall
include only the affected Participant's spouse and any lineal descendants who
have not attained age nineteen (19) before the close of the year. If, as a
result of the application of such rules the adjusted limitation is exceeded,
then the limitation shall be prorated among the affected Family Members in
proportion to each such Family Member's Compensation prior to the application of
this limitation, or the limitation shall be adjusted in accordance with any
other method permitted by Regulation.

                  If, as a result of such rules, the maximum "annual addition"
limit of Section 4.4(a) would be exceeded for one or more of the affected Family
Members, the prorated Compensation of all affected Family Members shall be
adjusted to avoid or reduce any excess. The prorated Compensation of any
affected Family Member whose allocation would exceed the limit shall be adjusted
downward to the level needed to provide an allocation equal to such limit. The
prorated Compensation of affected Family Members not affected by


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such limit shall then be adjusted upward on a pro rata basis not to exceed each
such affected Family Member's Compensation as determined prior to application of
the Family Member rule. The resulting allocation shall not exceed such
individual's maximum "annual addition" limit. If, after these adjustments, an
"excess amount" still results, such "excess amount" shall be disposed of in the
manner described in Section 4.5(a) pro rata among all affected Family Members.

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

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

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

         1.12 "Eligible Employee" means any Employee.

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

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

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

         1.14 "Employer" means One Liberty Properties, Inc. and any successor
which shall maintain this Plan; and any predecessor which has maintained this
Plan. The Employer is a corporation, with principal offices in the State of New
York. In addition, where appropriate, the term Employer shall include any
Participating Employer (as defined in Section 10.1) which shall adopt this Plan.

         1.15 "Family Member" means, with respect to an affected Participant,
such Participant's spouse and such Participant's lineal descendants and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B) as
in effect prior to the Small Business Job Protection Act of 1996.

         1.16 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice


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for a fee or other compensation, direct or indirect, with respect to any monies
or other property of the Plan or has any authority or responsibility to do so,
or (c) has any discretionary authority or discretionary responsibility in the
administration of the Plan, including, but not limited to, the Trustee, the
Employer and its representative body, and the Administrator.

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

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

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

                           (b) the last day of the Plan Year in which the
                  Participant incurs five (5) consecutive 1-Year Breaks in
                  Service.

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

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

         1.20 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

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

                           (a) Employees who at any time during the
                  "determination year" or "look-back year" were "five percent
                  owners" as defined in Section 1.27(c).

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


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

                           (d) Employees who during the "look-back year" were
                  officers of the Employer (as that term is defined within the
                  meaning of the Regulations under Code Section 416) and
                  received "415 Compensation" during the "look-back year" from
                  the Employer greater than 50 percent of the limit in effect
                  under Code Section 415(b)(1)(A) for any such Plan Year. The
                  number of officers shall be limited to the lesser of (i) 50
                  employees; or (ii) the greater of 3 employees or 10 percent of
                  all employees. For the purpose of determining the number of
                  officers, Employees described in Sections
                  1.46(a),1.46(b),1.46(c) and 1.46(d) shall be excluded, but
                  such Employees shall still be considered for the purpose of
                  identifying the particular Employees who are officers. If the
                  Employer does not have at least one officer whose annual "415
                  Compensation" is in excess of 50 percent of the Code Section
                  415(b)(1)(A) limit, then the highest paid officer of the
                  Employer will be treated as a Highly Compensated Employee.

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

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

                  If an Employee is, during a "determination year" or "look-back
year", a Family Member of either a "five percent owner" (whether active or
former) or a Highly Compensated Employee who is one of the 10 most Highly
Compensated Employees ranked on the basis of "415 Compensation" paid by the
Employer during such year, then the Family Member and the "five percent owner"
or top-ten Highly Compensated Employee shall be aggregated. In such case, the
Family Member and "five percent owner" or top-ten Highly Compensated Employee
shall be treated as a single Employee receiving "415 Compensation" and Plan
contributions or benefits equal to the sum of such "415 Compensation" and
contributions or benefits of the Family Member and "five percent owner" or
top-ten Highly Compensated Employee.

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


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

         1.22 "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "415 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent owner" shall be determined in accordance with Section 1.21. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees.
The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

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

         1.24 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the Employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period (these hours will
be calculated and credited pursuant to Department of Labor regulation
2530.200b-2 which is incorporated herein by reference); (3) each hour for which
back pay is awarded or agreed to by the Employer without regard to mitigation of
damages (these hours will be credited to the Employee for the computation period
or periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

                  Notwithstanding the above, (i) no more than 501 Hours of
Service are required to be credited to an Employee on account of any single
continuous period during which the Employee performs no duties (whether or not
such period occurs in a single

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

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

                  Notwithstanding the foregoing, a Participant shall be credited
with 190 Hours of Service for each month in which an Employee is paid or
entitled to payment for at least one Hour of Service.

                  For purposes of this Section, Hours of Service will be
credited for employment with other Affiliated Employers. The provisions of
Department of Labor regulations 2530.200b-2(b) and (c) are incorporated herein
by reference.

         1.25 "Income" means the income or losses allocable to Excess Deferred
Compensation or Excess Contributions which amount shall be allocated in the same
manner as income or losses are allocated pursuant to Section 4.3(e).

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

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

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

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


                                       7
<PAGE>
                           (c) a "five percent owner" of the Employer. "Five
                  percent owner" means any person who owns (or is considered as
                  owning within the meaning of Code Section 318) more than five
                  percent (5%) of the outstanding stock of the Employer or stock
                  possessing more than five percent (5%) of the total combined
                  voting power of all stock of the Employer or, in the case of
                  an unincorporated business, any person who owns more than five
                  percent (5%) of the capital or profits interest in the
                  Employer. In determining percentage ownership hereunder,
                  employers that would otherwise be aggregated under Code
                  Sections 414(b), (c), (m) and (o) shall be treated as separate
                  employers.

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

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

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

         1.29 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:


                                       8
<PAGE>
                           (a) if such employee is covered by a money purchase
                  pension plan providing:

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

                           (2) immediate participation; and

                           (3) full and immediate vesting; and

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

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

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

         1.32 "Normal Retirement Age" means the Participant's sixty-fifth (65th)
birthday. A Participant shall become fully vested in his Participant's Account
upon attaining his Normal Retirement Age.

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

         1.34 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

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

                  A "maternity or paternity leave of absence" means, for Plan
Years beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement of
a child with the Employee in connection with the adoption of such child, or any
absence for the purpose of caring for such child for a period immediately
following such birth or placement. For this purpose, Hours of Service shall be
credited for the computation period in which the absence from work begins, only
if credit therefore is necessary to prevent the Employee from incurring a 1-Year
Break in Service, or, in any other case, in the immediately following


                                       9
<PAGE>
computation period. The Hours of Service credited for a "maternity or paternity
leave of absence" shall be those which would normally have been credited but for
such absence, or, in any case in which the Administrator is unable to determine
such hours normally credited, eight (8) Hours of Service per day. The total
Hours of Service required to be credited for a "maternity or paternity leave of
absence" shall not exceed 501.

         1.35 "Participant" means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate further in the
Plan.

         1.36 "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Employer contributions.

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

         1.38 "Pre-Retirement Survivor Annuity" means a death benefit which is
an immediate annuity for the life of the Participant's spouse the payments under
which must be equal to the amount of benefit which can be purchased with 50% of
the accounts of a Participant.

                  A proportionate share of each of the Participant's accounts
shall be used to provide the Pre-Retirement Survivor Annuity.

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

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

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

         1.42 "Super Top Heavy Plan" means a plan described in Section 8.2(b).

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

         1.44 "Top Heavy Plan" means a plan described in Section 8.2(a).

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

         1.46 "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked according
to the amount of "415 Compensation" (determined for this purpose in accordance
with Section 1.21) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered

                                       10
<PAGE>
by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. Employees who are non-resident aliens
and who received no earned income (within the meaning of Code Section 911(d)(2))
from the Employer constituting United States source income within the meaning of
Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the
purpose of determining the number of active Employees in any year, the following
additional Employees shall also be excluded; however, such Employees shall still
be considered for the purpose of identifying the particular Employees in the Top
Paid Group:

                           (a) Employees with less than six (6) months of
                  service;

                           (b) Employees who normally work less than 17 1/2
                  hours per week;

                           (c) Employees who normally work less than six (6)
                  months during a year; and

                           (d) Employees who have not yet attained age 21.

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

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

         1.47 "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing any gainful occupation and
which condition constitutes total disability under the federal Social Security
Acts.

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

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

         1.50 "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary,
effective December 12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with Code
Section 414(u).

         1.51 "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include any
day during the Plan Year that the Trustee, any transfer agent appointed by the
Trustee or the Employer and any stock exchange used by such agent are open for
business.


                                       11
<PAGE>
         1.52 "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

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

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

                  The computation period shall be the Plan Year if not otherwise
set forth herein.

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

                  Years of Service with any Affiliated Employer shall be
recognized.

                                   ARTICLE II
                                 ADMINISTRATION

2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                           (a) In addition to the general powers and
                  responsibilities otherwise provided for in this Plan, the
                  Employer shall be empowered to appoint and remove the Trustee
                  and the Administrator from time to time as it deems necessary
                  for the proper administration of the Plan to ensure that the
                  Plan is being operated for the exclusive benefit of the
                  Participants and their Beneficiaries in accordance with the
                  terms of the Plan, the Code, and the Act. The Employer may
                  appoint counsel, specialists, advisers, agents (including any
                  nonfiduciary agent) and other persons as the Employer deems
                  necessary or desirable in connection with the exercise of its
                  fiduciary duties under this Plan. The Employer may compensate
                  such agents or advisers from the assets of the Plan as
                  fiduciary expenses (but not including any business (settlor)
                  expenses of the Employer), to the extent not paid by the
                  Employer.

                           (b) The Employer may, by written agreement or
                  designation, appoint at its option an Investment Manager
                  (qualified under the Investment Company Act of 1940 as
                  amended), investment adviser, or other agent to provide
                  direction to the Trustee with respect to any or all of the
                  Plan assets. Such appointment shall be given by the Employer
                  in writing in a form acceptable to the Trustee and shall
                  specifically identify the Plan assets with respect to which
                  the Investment Manager or other agent shall have authority to
                  direct the investment.


                                       12
<PAGE>
                           (c) The Employer shall establish a "funding policy
                  and method," i.e., it shall determine whether the Plan has a
                  short run need for liquidity (e.g., to pay benefits) or
                  whether liquidity is a long run goal and investment growth
                  (and stability of same) is a more current need, or shall
                  appoint a qualified person to do so. The Employer or its
                  delegate shall communicate such needs and goals to the
                  Trustee, who shall coordinate such Plan needs with its
                  investment policy. The communication of such a "funding policy
                  and method" shall not, however, constitute a directive to the
                  Trustee as to investment of the Trust Funds. Such "funding
                  policy and method" shall be consistent with the objectives of
                  this Plan and with the requirements of Title I of the Act.

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

2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

                  The Employer shall be the Administrator. The Employer may
appoint any person, including, but not limited to, the Employees of the
Employer, to perform the duties of the Administrator. Any person so appointed
shall signify his acceptance by filing written acceptance with the Employer.
Upon the resignation or removal of any individual performing the duties of the
Administrator, the Employer may designate a successor.

2.3 POWERS AND DUTIES OF THE ADMINISTRATOR

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


                                       13
<PAGE>
                  The Administrator shall be charged with the duties of the
general administration of the Plan, including, but not limited to, the
following:

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

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

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

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

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

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

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

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

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

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

2.4 RECORDS AND REPORTS

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


                                       14
<PAGE>
2.5 APPOINTMENT OF ADVISERS

                  The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries.

2.6 PAYMENT OF EXPENSES

                  All expenses of administration may be paid out of the Trust
Fund unless paid by the Employer. Such expenses shall include any expenses
incident to the functioning of the Administrator, or any person or persons
retained or appointed by any Named Fiduciary incident to the exercise of their
duties under the Plan, including, but not limited to, fees of accountants,
counsel, Investment Managers, and other specialists and their agents, and other
costs of administering the Plan. Until paid, the expenses shall constitute a
liability of the Trust Fund.

2.7 CLAIMS PROCEDURE

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

2.8 CLAIMS REVIEW PROCEDURE

                  Any Employee, former Employee, or Beneficiary of either, who
has been denied a benefit by a decision of the Administrator pursuant to Section
2.7 shall be entitled to request the Administrator to give further consideration
to his claim by filing with the Administrator (on a form which may be obtained
from the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court

                                       15
<PAGE>
reporter to attend the hearing. A final decision as to the allowance of the
claim shall be made by the Administrator within 60 days of receipt of the appeal
(unless there has been an extension of 60 days due to special circumstances,
provided the delay and the special circumstances occasioning it are communicated
to the claimant within the 60 day period). Such communication shall be written
in a manner calculated to be understood by the claimant and shall include
specific reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

                  Any Eligible Employee who has completed six (6) months of
service and has attained age 21 shall be eligible to participate hereunder as of
the date he has satisfied such requirements.

                  For purposes of this Section, an Eligible Employee will be
deemed to have completed six (6) months of service if he is in the employ of the
Employer at any time six (6) months after his employment commencement date.
Employment commencement date shall be the first day that he is entitled to be
credited with an Hour of Service for the performance of duty.

3.2 EFFECTIVE DATE OF PARTICIPATION

                  An Eligible Employee shall become a Participant effective as
of the last day of the Plan Year in which such Employee met the eligibility
requirements of Section 3.1, provided said Employee was still employed as of
such date (or if not employed on such date, as of the date of rehire if a 1-Year
Break in Service has not occurred).

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

3.3 DETERMINATION OF ELIGIBILITY

                  The Administrator shall determine the eligibility of each
Employee for participation in the Plan based upon information furnished by the
Employer. Such determination shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review per Section 2.8.

3.4 TERMINATION OF ELIGIBILITY

                           (a) In the event a Participant shall go from a
                  classification of an Eligible Employee to an ineligible
                  Employee, such Former Participant shall continue to vest in
                  his interest in the Plan for each Year of Service completed
                  while a noneligible Employee, until such time as his
                  Participant's Account shall


                                       16
<PAGE>
                  be forfeited or distributed pursuant to the terms of the Plan.
                  Additionally, his interest in the Plan shall continue to share
                  in the earnings of the Trust Fund.

                           (b) In the event a Participant is no longer a member
                  of an eligible class of Employees and becomes ineligible to
                  participate, such Employee will participate immediately upon
                  returning to an eligible class of Employees.

3.5 OMISSION OF ELIGIBLE EMPLOYEE

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

3.6 INCLUSION OF INELIGIBLE EMPLOYEE

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

3.7 ELECTION NOT TO PARTICIPATE

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

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

                           (a) The Employer shall make contributions over such
                  period of years as the Employer may determine on the following
                  basis. On behalf of each Participant eligible to share in
                  allocations, for each year of his participation in this Plan,
                  the Employer shall contribute 15% of his annual Compensation.

                           (b) Should the Employer, for any reason, fail to make
                  a contribution for any year or should the Employer fail to
                  make a contribution as provided for herein, then such
                  deficiency shall be made up in subsequent years pursuant to
                  Section 9.16.


                                       17
<PAGE>
                           (c) The Employer shall not contribute on behalf of
                  any Participant who is not entitled to share in the allocation
                  of the Employer contribution as provided in Section 4.3(d)
                  unless otherwise required pursuant to Section 4.3(g).

4.2 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

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

4.3 ACCOUNTING AND ALLOCATIONS

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

                           (b) The Employer shall provide the Administrator with
                  all information required by the Administrator to make a proper
                  allocation of the Employer contributions for each Plan Year.
                  Within a reasonable period of time after the date of receipt
                  by the Administrator of such information, the Administrator
                  shall allocate such contribution to each Participant's Account
                  in accordance with Section 4.1.

                           (c) As of each Anniversary Date any amounts which
                  became Forfeitures since the last Anniversary Date shall first
                  be made available to reinstate previously forfeited account
                  balances of Former Participants, if any, in accordance with
                  Section 6.4(e)(2). The remaining Forfeitures, if any, shall be
                  allocated among the Participant's Account in the same
                  proportion that each such Participant's Compensation for the
                  year bears to the total Compensation of all Participant's for
                  the year. Provided, however, that in the event the allocation
                  of Forfeitures provided herein shall cause the "annual
                  addition" (as defined in Section 4.4) to any Participant's
                  Account to exceed the amount allowable by the Code, the excess
                  shall be reallocated in accordance with Section 4.5.

                           (d) Participants shall be eligible to share in the
                  allocation of contributions and Forfeitures for a Plan Year in
                  accordance with the following:

                           (1) Only Participants who have completed a Year of
                           Service during the Plan Year shall be eligible to
                           share in the allocation of contributions and
                           Forfeitures for that Plan Year.

                           (2) For any Top Heavy Plan Year, Employees not
                           otherwise eligible to share in the allocation of
                           contributions and Forfeitures as provided above,
                           shall receive the minimum allocation provided for in
                           Section 4.3(f) if eligible pursuant to the provisions
                           of Section 4.3(g).


                                       18
<PAGE>
                           (e) As of each Valuation Date, before the current
                  valuation period allocation of Employer contributions and
                  Forfeitures, any earnings or losses (net appreciation or net
                  depreciation) of the Trust Fund shall be allocated in the same
                  proportion that each Participant's and Former Participant's
                  nonsegregated accounts bear to the total of all Participants'
                  and Former Participants' nonsegregated accounts as of such
                  date.

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

                           (f) Minimum Allocations Required for Top Heavy Plan
                  Years: Notwithstanding the foregoing, for any Top Heavy Plan
                  Year, the sum of the Employer contributions and Forfeitures
                  allocated to the Participant's Account of each Employee shall
                  be equal to at least three percent (3%) of such Employee's
                  "415 Compensation" (reduced by contributions and forfeitures,
                  if any, allocated to each Employee in any defined contribution
                  plan included with this plan in a Required Aggregation Group).
                  However, if (1) the sum of the Employer contributions and
                  Forfeitures allocated to the Participant's Account of each Key
                  Employee for such Top Heavy Plan Year is less than three
                  percent (3%) of each Key Employee's "415 Compensation" and (2)
                  this Plan is not required to be included in an Aggregation
                  Group to enable a defined benefit plan to meet the
                  requirements of Code Section 401(a)(4) or 410, the sum of the
                  Employer contributions and Forfeitures allocated to the
                  Participant's Account of each Employee shall be equal to the
                  largest percentage allocated to the Participant's Account of
                  any Key Employee.

                           (g) For any Top Heavy Plan Year, the minimum
                  allocations set forth above shall be allocated to the
                  Participant's Account of all Employees who are Participants
                  and who are employed by the Employer on the last day of the
                  Plan Year, including Employees who have (1) failed to complete
                  a Year of Service, and (2) declined to make mandatory
                  contributions (if required) to the Plan.

                           (h) For the purposes of this Section, "415
                  Compensation" shall be limited to $150,000. Such amount shall
                  be adjusted for increases in the cost of living in accordance
                  with Code Section 401(a)(17), except that the dollar increase
                  in effect on January 1 of any calendar year shall be effective
                  for the Plan Year beginning with or within such calendar year.
                  For any short Plan Year the "415 Compensation" limit shall be
                  an amount equal to the "415 Compensation" limit for the
                  calendar year in which the Plan Year begins multiplied by the
                  ratio obtained by dividing the number of full months in the
                  short Plan Year by twelve (12).

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


                                       19
<PAGE>
                           (1) one account for nonforfeitable benefits
                           attributable to pre-break service; and

                           (2) one account representing his status in the Plan
                           attributable to post-break service.

4.4 MAXIMUM ANNUAL ADDITIONS

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

                           (b) For purposes of applying the limitations of Code
                  Section 415, "annual additions" means the sum credited to a
                  Participant's accounts for any "limitation year" of (1)
                  Employer contributions, (2) Employee contributions, (3)
                  forfeitures, (4) amounts allocated, after March 31, 1984, to
                  an individual medical account, as defined in Code Section
                  415(l)(2) which is part of a pension or annuity plan
                  maintained by the Employer and (5) amounts derived from
                  contributions paid or accrued after December 31, 1985, in
                  taxable years ending after such date, which are attributable
                  to post-retirement medical benefits allocated to the separate
                  account of a key employee (as defined in Code Section
                  419A(d)(3)) under a welfare benefit plan (as defined in Code
                  Section 419(e)) maintained by the Employer. Except, however,
                  the "415 Compensation" percentage limitation referred to in
                  paragraph (a)(2) above shall not apply to: (1) any
                  contribution for medical benefits (within the meaning of Code
                  Section 419A(f)(2)) after separation from service which is
                  otherwise treated as an "annual addition," or (2) any amount
                  otherwise treated as an "annual addition" under Code Section
                  415(l)(1).

                           (c) For purposes of applying the limitations of Code
                  Section 415, the transfer of funds from one qualified plan to
                  another is not an "annual addition." In addition, the
                  following are not Employee contributions for the purposes of
                  Section 4.4(b)(2): (1) rollover contributions (as defined in
                  Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3));
                  (2) repayments of loans made to a Participant from the Plan;
                  (3) repayments of distributions received by an Employee
                  pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
                  repayments of distributions received by an Employee pursuant
                  to Code Section 411(a)(3)(D) (mandatory contributions); and
                  (5) Employee contributions to a simplified employee pension
                  excludable from gross income under Code Section 408(k)(6).

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


                                       20
<PAGE>
                           (e) For the purpose of this Section, all qualified
                  defined contribution plans (whether terminated or not) ever
                  maintained by the Employer shall be treated as one defined
                  contribution plan.

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

                           (g) For the purpose of this Section, if this Plan is
                  a Code Section 413(c) plan, each Employer who maintains this
                  Plan will be considered to be a separate Employer.

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

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

                           (3) If a Participant participates in more than one
                           defined contribution plan subject to Code Section 412
                           maintained by the Employer which has the same
                           Anniversary Date, the maximum "annual additions"
                           under this Plan shall equal the product of (A) the
                           maximum "annual additions" for the "limitation year"
                           minus any "annual additions" previously credited
                           under subparagraphs (1) or (2) above, multiplied by
                           (B) a fraction (i) the numerator of which is the
                           "annual additions" which would be credited to such
                           Participant's accounts under this Plan without regard
                           to the limitations of Code Section 415 and (ii) the
                           denominator of which is such "annual additions" for
                           all plans described in this subparagraph.

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


                                       21
<PAGE>
4.5 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                           (a) If, as a result of the allocation of Forfeitures,
                  a reasonable error in estimating a Participant's Compensation,
                  a reasonable error in determining the amount of elective
                  deferrals (within the meaning of Code Section 402(g)(3)) that
                  may be made with respect to any Participant under the limits
                  of Section 4.4 or other facts and circumstances to which
                  Regulation 1.415-6(b)(6) shall be applicable, the "annual
                  additions" under this Plan would cause the maximum "annual
                  additions" to be exceeded for any Participant, the
                  Administrator shall (1) distribute any elective deferrals
                  (within the meaning of Code Section 402(g)(3)) or return any
                  Employee contributions (whether voluntary or mandatory), and
                  for the distribution of gains attributable to those elective
                  deferrals and Employee contributions, to the extent that the
                  distribution or return would reduce the "excess amount" in the
                  Participant's accounts (2) hold any "excess amount" remaining
                  after the return of any elective deferrals or voluntary
                  Employee contributions in a "Section 415 suspense account" (3)
                  allocate and reallocate the "Section 415 suspense account" in
                  the next "limitation year" (and succeeding "limitation years"
                  if necessary) to all Participants in the Plan before any
                  Employer or Employee contributions which would constitute
                  "annual additions" are made to the Plan for such "limitation
                  year" (4) reduce Employer contributions to the Plan for such
                  "limitation year" by the amount of the "Section 415 suspense
                  account" allocated and reallocated during such "limitation
                  year."

                           (b) For purposes of this Article, "excess amount" for
                  any Participant for a "limitation year" shall mean the excess,
                  if any, of (1) the "annual additions" which would be credited
                  to his account under the terms of the Plan without regard to
                  the limitations of Code Section 415 over (2) the maximum
                  "annual additions" determined pursuant to Section 4.4.

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

                           (d) The Plan may not distribute or return "excess
                  amounts," other than elective deferrals (within the meaning of
                  Code Section 402(g)(3)) or Employee contributions (whether
                  voluntary or mandatory) and gains attributable to such
                  elective deferrals and Employee contributions, to Participants
                  or Former Participants.

4.6 TRANSFERS FROM QUALIFIED PLANS

                           (a) With the consent of the Administrator, amounts
                  may be transferred from other qualified plans by Participants,
                  provided that the trust from which such funds are transferred
                  permits the transfer to be made and the transfer will not
                  jeopardize the tax exempt status of the Plan or Trust or
                  create adverse tax consequences for the Employer. The amounts
                  transferred


                                       22
<PAGE>
                  shall be set up in a separate account herein referred to as a
                  "Participant's Rollover Account." Such account shall be fully
                  Vested at all times and shall not be subject to Forfeiture for
                  any reason.

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

                           (c) Except as permitted by Regulations (including
                  Regulation 1.411(d)-4), amounts attributable to elective
                  contributions (as defined in Regulation 1.401(k)-1(g)(3)),
                  including amounts treated as elective contributions, which are
                  transferred from another qualified plan in a plan-to-plan
                  transfer shall be subject to the distribution limitations
                  provided for in Regulation 1.401(k)-1(d). However, the
                  foregoing shall not otherwise permit any distributions from
                  this Plan by reason of a Participant's hardship.

                           (d) At Normal Retirement Date, or such other date
                  when the Participant or his Beneficiary shall be entitled to
                  receive benefits, the fair market value of the Participant's
                  Rollover Account shall be used to provide additional benefits
                  to the Participant or his Beneficiary. Additionally, the
                  Administrator, at the election of the Participant, shall
                  direct the Trustee to distribute all or a portion of the
                  amount credited to the Participant's Rollover Account (other
                  than any direct or indirect transfers as that term is defined
                  and interpreted under Code Section 401(a)(11) and the
                  Regulations thereunder) from a defined benefit plan, money
                  purchase plan (including a target benefit plan), stock bonus
                  or profit sharing plan. Any distributions of amounts held in a
                  Participant's Rollover Account shall be made in a manner which
                  is consistent with and satisfies the provisions of Section
                  6.5, including, but not limited to, all notice and consent
                  requirements of Code Sections 417 and 411(a)(11) and the
                  Regulations thereunder. Furthermore, such amounts shall be
                  considered as part of a Participant's benefit in determining
                  whether an involuntary cash-out of benefits without
                  Participant consent may be made.

                           (e) The Administrator may direct that employee
                  transfers made after a Valuation Date be segregated into a
                  separate account for each Participant in a federally insured
                  savings account, certificate of deposit in a bank or savings
                  and loan association, money market certificate, or other short
                  term debt security acceptable to the Trustee until such time
                  as the allocations pursuant to this Plan have been made, at
                  which time they may remain segregated or be invested as part
                  of the general Trust Fund, to be determined by the
                  Administrator.

                           (f) For purposes of this Section, the term "qualified
                  plan" shall mean any tax qualified plan under Code Section
                  401(a). The term "amounts transferred from other qualified
                  plans" shall mean: (i) amounts transferred to this Plan
                  directly from another qualified plan; (ii) distributions from
                  another qualified plan which are eligible rollover
                  distributions and which are either transferred by the Employee
                  to this Plan within sixty (60) days following his receipt
                  thereof or are transferred pursuant to a direct rollover;
                  (iii) amounts


                                       23
<PAGE>
                  transferred to this Plan from a conduit individual retirement
                  account provided that the conduit individual retirement
                  account has no assets other than assets which (A) were
                  previously distributed to the Employee by another qualified
                  plan as a lump-sum distribution (B) were eligible for tax-free
                  rollover to a qualified plan and (C) were deposited in such
                  conduit individual retirement account within sixty (60) days
                  of receipt thereof and other than earnings on said assets; and
                  (iv) amounts distributed to the Employee from a conduit
                  individual retirement account meeting the requirements of
                  clause (iii) above, and transferred by the Employee to this
                  Plan within sixty (60) days of his receipt thereof from such
                  conduit individual retirement account.

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

                           (h) Notwithstanding anything herein to the contrary,
                  a transfer directly to this Plan from another qualified plan
                  (or a transaction having the effect of such a transfer) shall
                  only be permitted if it will not result in the elimination or
                  reduction of any "Section 411(d)(6) protected benefit" as
                  described in Section 7.1.

                                    ARTICLE V
                                   VALUATIONS

5.1 VALUATION OF THE TRUST FUND

                  The Administrator shall direct the Trustee, as of each
Valuation Date, to determine the net worth of the assets comprising the Trust
Fund as it exists on the Valuation Date. In determining such net worth, the
Trustee shall value the assets comprising the Trust Fund at their fair market
value as of the Valuation Date and shall deduct all expenses for which the
Trustee has not yet obtained reimbursement from the Employer or the Trust Fund.

5.2 METHOD OF VALUATION

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


                                       24
<PAGE>
                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

                  Every Participant may terminate his employment with the
Employer and retire for the purposes hereof on his Normal Retirement Date.
However, a Participant may postpone the termination of his employment with the
Employer to a later date, in which event the participation of such Participant
in the Plan, including the right to receive allocations pursuant to Section 4.3,
shall continue until his Late Retirement Date. Upon a Participant's Retirement
Date or attainment of his Normal Retirement Date without termination of
employment with the Employer, or as soon thereafter as is practicable, the
Trustee shall distribute, at the election of the Participant, all amounts
credited to such Participant's Account in accordance with Section 6.5.

6.2 DETERMINATION OF BENEFITS UPON DEATH

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

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

                           (c) Any security interest held by the Plan by reason
                  of an outstanding loan to the Participant or Former
                  Participant shall be taken into account in determining the
                  amount of the Pre-Retirement Survivor Annuity.

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

                           (e) Unless otherwise elected in the manner prescribed
                  in Section 6.6, the Participant's spouse shall receive a death
                  benefit equal to the Pre-Retirement Survivor Annuity. The
                  Participant may designate a Beneficiary other than his spouse
                  to receive that portion of his death benefit which is not
                  payable as a Pre-Retirement Survivor Annuity. The Participant
                  may also designate a Beneficiary other than his spouse to
                  receive the Pre-Retirement Survivor Annuity but only if:

                           (1) the Participant and his spouse have validly
                           waived the Pre-Retirement Survivor Annuity in the
                           manner prescribed in


                                       25
<PAGE>
                           Section 6.6, and the spouse has waived his or her
                           right to be the Participant's Beneficiary, or

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

                           (3)      the Participant has no spouse, or

                           (4)      the spouse cannot be located.

                                    In such event, the designation of a
                  Beneficiary shall be made on a form satisfactory to the
                  Administrator. A Participant may at any time revoke his
                  designation of a Beneficiary or change his Beneficiary by
                  filing written notice of such revocation or change with the
                  Administrator. However, the Participant's spouse must again
                  consent in writing to any change in Beneficiary of that
                  portion of the death benefit that would otherwise be paid as a
                  Pre-Retirement Survivor Annuity unless the original consent
                  acknowledged that the spouse had the right to limit consent
                  only to a specific Beneficiary and that the spouse voluntarily
                  elected to relinquish such right. The Participant may, at any
                  time, designate a Beneficiary to receive death benefits that
                  are in excess of the Pre-Retirement Survivor Annuity. In the
                  event no valid designation of Beneficiary exists at the time
                  of the Participant's death, the death benefit shall be payable
                  to his estate.

6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

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

6.4 DETERMINATION OF BENEFITS UPON TERMINATION

                           (a)      If a Participant's employment with the
                  Employer is terminated for any reason other than death, Total
                  and Permanent Disability or retirement, such Participant shall
                  be entitled to such benefits as are provided hereinafter
                  pursuant to this Section 6.4.

                                    Distribution of the funds due to a
                  Terminated Participant shall be made on the occurrence of an
                  event which would result in the distribution had the
                  Terminated Participant remained in the employ of the Employer
                  (upon the Participant's death, Total and Permanent Disability
                  or Normal Retirement). However, at the election of the
                  Participant, the Administrator shall direct the Trustee to
                  cause the entire Vested portion of the Terminated
                  Participant's Account to be payable to such Terminated
                  Participant on or after the Anniversary Date coinciding with
                  or next following termination of


                                       26
<PAGE>
                  employment. Any distribution under this paragraph shall be
                  made in a manner which is consistent with and satisfies the
                  provisions of Section 6.5, including, but not limited to, all
                  notice and consent requirements of Code Sections 417 and
                  411(a)(11) and the Regulations thereunder.

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

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

                                      Vesting Schedule

<Table>
<Caption>
                  Years of Service                        Percentage
<S>                                                       <C>
                    Less than 2                                  0 %
                         2                                      20 %
                         3                                      40 %
                         4                                      60 %
                         5                                      80 %
                         6                                     100 %
</Table>
                           (c) Notwithstanding the vesting schedule above, upon
                  any full or partial termination of the Plan, all amounts
                  credited to the account of any affected Participant shall
                  become 100% Vested and shall not thereafter be subject to
                  Forfeiture.

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

                           (1) the adoption date of the amendment,

                           (2) the effective date of the amendment, or

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


                                       27
<PAGE>
                           (e)(1) If any Former Participant shall be reemployed
                  by the Employer before a 1-Year Break in Service occurs, he
                  shall continue to participate in the Plan in the same manner
                  as if such termination had not occurred.

                           (2) If any Former Participant shall be reemployed by
                           the Employer before five (5) consecutive 1-Year
                           Breaks in Service, and such Former Participant had
                           received, or was deemed to have received, a
                           distribution of his entire Vested interest prior to
                           his reemployment, his forfeited account shall be
                           reinstated only if he repays the full amount
                           distributed to him before the earlier of five (5)
                           years after the first date on which the Participant
                           is subsequently reemployed by the Employer or the
                           close of the first period of five (5) consecutive
                           1-Year Breaks in Service commencing after the
                           distribution, or in the event of a deemed
                           distribution, upon the reemployment of such Former
                           Participant. In the event the Former Participant does
                           repay the full amount distributed to him, or in the
                           event of a deemed distribution, the undistributed
                           portion of the Participant's Account must be restored
                           in full, unadjusted by any gains or losses occurring
                           subsequent to the Valuation Date coinciding with or
                           preceding his termination. The source for such
                           reinstatement shall first be any Forfeitures
                           occurring during the year. If such source is
                           insufficient, then the Employer shall contribute an
                           amount which is sufficient to restore any such
                           forfeited Accounts.

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

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

                                    (ii) Any Former Participant who under the
                                    Plan does not have a nonforfeitable right to
                                    any interest in the Plan resulting from
                                    Employer contributions shall lose credits
                                    otherwise allowable under (i) above if his
                                    consecutive 1-Year Breaks in Service equal
                                    or exceed the greater of (A) five (5) or (B)
                                    the aggregate number of his pre-break Years
                                    of Service;

                                    (iii) After five (5) consecutive 1-Year
                                    Breaks in Service, a Former Participant's
                                    Vested Account balance attributable to
                                    pre-break service shall not be increased as
                                    a result of post-break service;

                                    (iv) If a Former Participant is reemployed
                                    by the Employer, he shall participate in the
                                    Plan immediately on his date of
                                    reemployment;


                                       28
<PAGE>
                                    (v) If a Former Participant (a 1-Year Break
                                    in Service previously occurred, but
                                    employment had not terminated) is credited
                                    with an Hour of Service after the first
                                    eligibility computation period in which he
                                    incurs a 1-Year Break in Service, he shall
                                    participate in the Plan immediately.

6.5 DISTRIBUTION OF BENEFITS

                           (a)(1) Unless otherwise elected as provided below, a
                  Participant who is married on the Annuity Starting Date and
                  who does not die before the Annuity Starting Date shall
                  receive the value of all of his benefits in the form of a
                  joint and survivor annuity. The joint and survivor annuity is
                  an annuity that commences immediately and shall be equal in
                  value to a single life annuity. Such joint and survivor
                  benefits following the Participant's death shall continue to
                  the spouse during the spouse's lifetime at a rate equal to 50%
                  of the rate at which such benefits were payable to the
                  Participant. This joint and 50% survivor annuity shall be
                  considered the designated qualified joint and survivor annuity
                  and automatic form of payment for the purposes of this Plan.
                  However, the Participant may elect to receive a smaller
                  annuity benefit with continuation of payments to the spouse at
                  a rate of seventy-five percent (75%) or one hundred percent
                  (100%) of the rate payable to a Participant during his
                  lifetime, which alternative joint and survivor annuity shall
                  be equal in value to the automatic joint and 50% survivor
                  annuity. An unmarried Participant shall receive the value of
                  his benefit in the form of a life annuity. Such unmarried
                  Participant, however, may elect in writing to waive the life
                  annuity. The election must comply with the provisions of this
                  Section as if it were an election to waive the joint and
                  survivor annuity by a married Participant, but without the
                  spousal consent requirement. The Participant may elect to have
                  any annuity provided for in this Section distributed upon the
                  attainment of the "earliest retirement age" under the Plan.
                  The "earliest retirement age" is the earliest date on which,
                  under the Plan, the Participant could elect to receive
                  retirement benefits.

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


                                       29
<PAGE>
                           The number of revocations shall not be limited. Any
                           new election must comply with the requirements of
                           this paragraph. A former spouse's waiver shall not be
                           binding on a new spouse.

                           (3) The election period to waive the joint and
                           survivor annuity shall be the 90 day period ending on
                           the Annuity Starting Date.

                           (4) With regard to the election, the Administrator
                           shall provide to the Participant no less than 30 days
                           and no more than 90 days before the Annuity Starting
                           Date a written explanation of:

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

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

                                    (iii) the right of the Participant's spouse
                                    to consent to any election to waive the
                                    joint and survivor annuity, and

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

                           (5) Any distribution provided for in this Section 6.5
                           may commence less than 30 days after the notice
                           required by Code Section 417(a)(3) is given, provided
                           that:

                                    (i) the Administrator clearly informs the
                                    Participant that the Participant has a right
                                    to a period of 30 days after receiving the
                                    notice to consider whether to waive the
                                    joint and survivor annuity and consent to a
                                    form of distribution other than a joint and
                                    survivor annuity,

                                    (ii) the Participant is permitted to revoke
                                    an affirmative distribution election at
                                    least until the Annuity Starting Date, or,
                                    if later, at any time prior to the
                                    expiration of the 7-day period that begins
                                    the day after the explanation of the joint
                                    and survivor annuity is provided to the
                                    Participant,

                                    (iii) the Annuity Starting Date is after the
                                    date that the explanation of the joint and
                                    survivor annuity is provided to the
                                    Participant. However, the Annuity Starting
                                    Date may be before the date that any
                                    affirmative distribution election is made by
                                    the Participant and before the date that the
                                    distribution is permitted to commence under
                                    (iv) below, and

                                    (iv) distribution in accordance with the
                                    affirmative election does not commence
                                    before the expiration of the 7-day period
                                    that begins the day after the explanation of
                                    the joint and survivor annuity is provided
                                    to the Participant.


                                       30
<PAGE>
                           (b) In the event a married Participant duly elects
                  pursuant to paragraph (a)(2) above not to receive his benefit
                  in the form of a joint and survivor annuity, or if such
                  Participant is not married, in the form of a life annuity, the
                  Administrator, pursuant to the election of the Participant,
                  shall direct the Trustee to distribute to a Participant or his
                  Beneficiary any amount to which he is entitled under the Plan
                  in one or more of the following methods:

                           (1) One lump-sum payment in cash or in property.

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

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

                           (c) The present value of a Participant's joint and
                  survivor annuity derived from Employer and Employee
                  contributions may not be paid without his written consent.
                  Further, the spouse of a Participant must consent in writing
                  to any immediate distribution if the value of the
                  Participant's benefit exceeds, or has ever exceeded, $3,500 at
                  the time of any prior distribution. Any written consent
                  required by this Section 6.5(c) must be obtained not more than
                  90 days before commencement of the distribution and shall be
                  made in a manner consistent with Section 6.5(a)(2).

                           (d) Any distribution to a Participant who has a
                  benefit which exceeds, or has ever exceeded, $3,500 at the
                  time of any prior distribution shall require such
                  Participant's consent pursuant to this Section 6.5(d) if such
                  distribution commences prior to the later of his Normal
                  Retirement Age or age 62. With regard to this required
                  consent:

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


                                       31
<PAGE>
                           (2) The Participant must be informed of his right to
                           defer receipt of the distribution. If a Participant
                           fails to consent, it shall be deemed an election to
                           defer the commencement of payment of any benefit.
                           However, any election to defer the receipt of
                           benefits shall not apply with respect to
                           distributions which are required under Section
                           6.5(e).

                           (3) Notice of the rights specified under this
                           paragraph shall be provided no less than 30 days and
                           no more than 90 days before the Annuity Starting
                           Date.

                           (4) Consent of the Participant to the distribution
                           must not be made before the Participant receives the
                           notice and must not be made more than 90 days before
                           the Annuity Starting Date.

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

                           Any such distribution may commence less than 30 days,
                  subject to Section 6.5(a)(5), after the notice required under
                  Regulation 1.411(a)-11(c) 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 (2) the Participant, after receiving
                  the notice, affirmatively elects a distribution.

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

                           (1) A Participant's benefits shall be distributed or
                           must begin to be distributed to him not later than
                           April 1st of the calendar year following the later of
                           (i) the calendar year in which the Participant
                           attains age 70 1/2 or (ii) the calendar year in which
                           the Participant retires, provided, however, that this
                           clause (ii) shall not apply in the case of a
                           Participant who is a "five (5) percent owner" at any
                           time during the five (5) Plan Year period ending in
                           the calendar year in which he attains age 70-1/2 or,
                           in the case of a Participant who becomes a "five (5)
                           percent owner" during any subsequent Plan Year,
                           clause (ii) shall no longer apply and the required
                           beginning date shall be the April-1st of the calendar
                           year following the calendar year in which such
                           subsequent Plan Year ends. Such distributions shall
                           be equal to or greater than any required
                           distribution. Notwithstanding the foregoing, clause
                           (ii) above shall not apply to any Participant unless
                           the Participant had attained age 70 1/2 before
                           January 1, 1988 and was not a "five (5) percent
                           owner" at any time during the Plan Year ending with
                           or within the calendar year in which the Participant
                           attained age 66 1/2 or any subsequent Plan Year.


                                       32
<PAGE>
                           Alternatively, distributions to a Participant must
                           begin no later than the applicable April 1st as
                           determined under the preceding paragraph and must be
                           made over the life of the Participant (or the lives
                           of the Participant and the Participant's designated
                           Beneficiary) or the life expectancy of the
                           Participant (or the life expectancies of the
                           Participant and his designated Beneficiary) in
                           accordance with Regulations.

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

                           (f) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse (other than in the
                  case of a life annuity) shall not be redetermined in
                  accordance with Code Section 401(a)(9)(D). Life expectancy and
                  joint and last survivor expectancy shall be computed using the
                  return multiples in Tables V and VI of Regulation 1.72-9.

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

                           (h) If a distribution is made at a time when a
                  Participant is not fully Vested in his Participant's Account
                  and the Participant may increase the Vested percentage in such
                  account:

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

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

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

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

6.6 DISTRIBUTION OF BENEFITS UPON DEATH

                           (a) Unless otherwise elected as provided below, a
                  Vested Participant who dies before the Annuity Starting Date
                  and who has a surviving spouse shall have the Pre-Retirement
                  Survivor Annuity paid to his surviving spouse. The
                  Participant's spouse may direct that payment of the
                  Pre-Retirement Survivor Annuity commence within a reasonable
                  period after the Participant's death. If the spouse does not
                  so direct, payment of such benefit will commence at the time
                  the Participant would have attained the


                                       33
<PAGE>
                  later of his Normal Retirement Age or age 62. However, the
                  spouse may elect a later commencement date. Any distribution
                  to the Participant's spouse shall be subject to the rules
                  specified in Section 6.6(g).

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

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

                           (d) With regard to the election, the Administrator
                  shall provide each Participant within the applicable period,
                  with respect to such Participant (and consistent with
                  Regulations), a written explanation of the Pre-Retirement
                  Survivor Annuity containing comparable information to that
                  required pursuant to Section 6.5(a)(4). For the purposes of
                  this paragraph, the term "applicable period" means, with
                  respect to a Participant, whichever of the following periods
                  ends last:

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

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

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

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

                           (5) A reasonable period after separation from service
                           in the case of a Participant who separates before
                           attaining age 35. For this purpose, the Administrator
                           must provide the explanation beginning one year
                           before the separation from service and ending one
                           year after such separation. If


                                       34
<PAGE>
                           such a Participant thereafter returns to employment
                           with the Employer, the applicable period for such
                           Participant shall be redetermined.

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

                           (e) An immediate distribution of the present value of
                  the Pre-Retirement Survivor Annuity derived from Employer and
                  Employee contributions may be made to the surviving spouse,
                  provided such surviving spouse consents in writing to such
                  distribution. Any written consent required under this
                  paragraph must be obtained not more than 90 days before
                  commencement of the distribution and shall be made in a manner
                  consistent with Section 6.5(a)(2).

                           (f)(1) To the extent the death benefit is not paid in
                  the form of a Pre-Retirement Survivor Annuity, it shall be
                  paid to the Participant's Beneficiary by either of the
                  following methods, as elected by the Participant (or if no
                  election has been made prior to the Participant's death, by
                  his Beneficiary), subject to the rules specified in Section
                  6.6(g):

                                    (i) One lump-sum payment in cash or in
                                    property.

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

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

                           (g) Notwithstanding any provision in the Plan to the
                  contrary, distributions upon the death of a Participant shall
                  be made in accordance with the following requirements and
                  shall otherwise comply with Code Section 401(a)(9) and the
                  Regulations thereunder. If the death benefit is paid in the
                  form of a Pre-Retirement Survivor Annuity, then distributions
                  to the Participant's surviving spouse must commence on or
                  before the later of: (1) December 31st of the calendar year
                  immediately following the calendar year in which the
                  Participant died; or (2) December 31st of the calendar year in
                  which the Participant would have attained age 70 1/2. If it is
                  determined pursuant to Regulations that the distribution of a
                  Participant's interest has begun and the Participant dies
                  before his entire interest has been distributed


                                       35
<PAGE>
                  to him, the remaining portion of such interest shall be
                  distributed at least as rapidly as under the method of
                  distribution selected pursuant to Section 6.5 as of his date
                  of death. If a Participant dies before he has begun to receive
                  any distributions of his interest under the Plan or before
                  distributions are deemed to have begun pursuant to Regulations
                  (and distributions are not to be made in the form of a
                  Pre-Retirement Survivor Annuity), then his death benefit shall
                  be distributed to his Beneficiaries by December 31st of the
                  calendar year in which the fifth anniversary of his date of
                  death occurs.

                                    However, the 5-year distribution requirement
                  of the preceding paragraph shall not apply to any portion of
                  the deceased Participant's interest which is payable to or for
                  the benefit of a designated Beneficiary. In such event, such
                  portion may, at the election of the Participant (or the
                  Participant's designated Beneficiary), be distributed over the
                  life of such designated Beneficiary (or over a period not
                  extending beyond the life expectancy of such designated
                  Beneficiary) provided such distribution begins not later than
                  December 31st of the calendar year immediately following the
                  calendar year in which the Participant died. However, in the
                  event the Participant's spouse (determined as of the date of
                  the Participant's death) is his Beneficiary, the requirement
                  that distributions commence within one year of a Participant's
                  death shall not apply. In lieu thereof, distributions must
                  commence on or before the later of: (1) December 31st of the
                  calendar year immediately following the calendar year in which
                  the Participant died; or (2) December 31st of the calendar
                  year in which the Participant would have attained age 70 1/2.
                  If the surviving spouse dies before distributions to such
                  spouse begin, then the 5-year distribution requirement of this
                  Section shall apply as if the spouse was the Participant.

                           (h) For purposes of Section 6.6(g), the election by a
                  designated Beneficiary to be excepted from the 5-year
                  distribution requirement must be made no later than December
                  31st of the calendar year following the calendar year of the
                  Participant's death. Except, however, with respect to a
                  designated Beneficiary who is the Participant's surviving
                  spouse, the election must be made by the earlier of: (1)
                  December 31st of the calendar year immediately following the
                  calendar year in which the Participant died or, if later, the
                  calendar year in which the Participant would have attained age
                  70 1/2; or (2) December 31st of the calendar year which
                  contains the fifth anniversary of the date of the
                  Participant's death. An election by a designated Beneficiary
                  must be in writing and shall be irrevocable as of the last day
                  of the election period stated herein. In the absence of an
                  election by the Participant or a designated Beneficiary, the
                  5-year distribution requirement shall apply.

                           (i) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse (other than in the
                  case of a life annuity) shall not be redetermined in
                  accordance with Code Section 401(a)(9)(D). Life expectancy and
                  joint and last survivor expectancy shall be computed using the
                  return multiples in Tables V and VI of Regulation 1.72-9.


                                       36
<PAGE>
6.7 TIME OF SEGREGATION OR DISTRIBUTION

                  Except as limited by Sections 6.5 and 6.6, whenever the
Trustee is to make a distribution or to commence a series of payments the
distribution or series of payments may be made or begun as soon as is
practicable. However, unless a Former Participant elects in writing to defer the
receipt of benefits (such election may not result in a death benefit that is
more than incidental), the payment of benefits shall begin not later than the
60th day after the close of the Plan Year in which the latest of the following
events occurs: (a) the date on which the Participant attains the earlier of age
65 or the Normal Retirement Age specified herein; (b) the 10th anniversary of
the year in which the Participant commenced participation in the Plan; or (c)
the date the Participant terminates his service with the Employer.

6.8 DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

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

6.10 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

                  All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).

6.11 DIRECT ROLLOVER

                           (a) Notwithstanding any provision of the Plan to the
                  contrary that would otherwise limit a distributee's election
                  under this Section, a distributee may elect, at the time and
                  in the manner prescribed by the Administrator, to have any
                  portion of an eligible rollover distribution that is equal to
                  at least


                                       37
<PAGE>
                  $500 paid directly to an eligible retirement plan specified by
                  the distributee in a direct rollover.

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

                           (1) An eligible rollover distribution is any
                           distribution of all or any portion of the balance to
                           the credit of the distributee, except that an
                           eligible rollover distribution does not include: any
                           distribution that is one of a series of substantially
                           equal periodic payments (not less frequently than
                           annually) made for the life (or life expectancy) of
                           the distributee or the joint lives (or joint life
                           expectancies) of the distributee and the
                           distributee's designated beneficiary, or for a
                           specified period of ten years or more; any
                           distribution to the extent such distribution is
                           required under Code Section 401(a)(9); the portion of
                           any other distribution that is not includible in
                           gross income (determined without regard to the
                           exclusion for net unrealized appreciation with
                           respect to employer securities); and any other
                           distribution that is reasonably expected to total
                           less than $200 during a year.

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

                           (3) 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 Code Section 414(p), are
                           distributees with regard to the interest of the
                           spouse or former spouse.

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

                                   ARTICLE VII
                    AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1 AMENDMENT

                           (a) The Employer shall have the right at any time to
                  amend the Plan, subject to the limitations of this Section.
                  However, any amendment which affects the rights, duties or
                  responsibilities of the Trustee and Administrator, other than
                  an amendment to remove the Trustee or Administrator, may only
                  be made with the Trustee's and Administrator's written
                  consent. Any such amendment shall become effective as provided


                                       38
<PAGE>
                  therein upon its execution. The Trustee shall not be required
                  to execute any such amendment unless the Trust provisions
                  contained herein are a part of the Plan and the amendment
                  affects the duties of the Trustee hereunder.

                           (b) No amendment to the Plan shall be effective if it
                  authorizes or permits any part of the Trust Fund (other than
                  such part as is required to pay taxes and administration
                  expenses) to be used for or diverted to any purpose other than
                  for the exclusive benefit of the Participants or their
                  Beneficiaries or estates; or causes any reduction in the
                  amount credited to the account of any Participant; or causes
                  or permits any portion of the Trust Fund to revert to or
                  become property of the Employer.

                           (c) Except as permitted by Regulations, no Plan
                  amendment or transaction having the effect of a Plan amendment
                  (such as a merger, plan transfer or similar transaction) shall
                  be effective to the extent it eliminates or reduces any
                  "Section 411(d)(6) protected benefit" or adds or modifies
                  conditions relating to "Section 411(d)(6) protected benefits"
                  the result of which is a further restriction on such benefit
                  unless such protected benefits are preserved with respect to
                  benefits accrued as of the later of the adoption date or
                  effective date of the amendment. "Section 411(d)(6) protected
                  benefits" are benefits described in Code Section 411(d)(6)(A),
                  early retirement benefits and retirement-type subsidies, and
                  optional forms of benefit.

7.2 TERMINATION

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

                           (b) Upon the full termination of the Plan, the
                  Employer shall direct the distribution of the assets of the
                  Trust Fund to Participants in a manner which is consistent
                  with and satisfies the provisions of Section 6.5.
                  Distributions to a Participant shall be made in cash or in
                  property or through the purchase of irrevocable
                  nontransferable deferred commitments from an insurer. Except
                  as permitted by Regulations, the termination of the Plan shall
                  not result in the reduction of "Section 411(d)(6) protected
                  benefits" in accordance with Section 7.1(c).

7.3 MERGER OR CONSOLIDATION

                  This Plan may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or


                                       39
<PAGE>
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 7.1(c).

7.4 LOANS TO PARTICIPANTS

                           (a) The Trustee may, in the Trustee's discretion,
                  make loans to Participants and Beneficiaries under the
                  following circumstances: (1) loans shall be made available to
                  all Participants and Beneficiaries on a reasonably equivalent
                  basis; (2) loans shall not be made available to Highly
                  Compensated Employees in an amount greater than the amount
                  made available to other Participants and Beneficiaries; (3)
                  loans shall bear a reasonable rate of interest; (4) loans
                  shall be adequately secured; and (5) shall provide for
                  repayment over a reasonable period of time.

                           (b) Loans made pursuant to this Section (when added
                  to the outstanding balance of all other loans made by the Plan
                  to the Participant) shall be limited to the lesser of:

                           (1) $50,000 reduced by the excess (if any) of the
                           highest outstanding balance of loans from the Plan to
                           the Participant during the one year period ending on
                           the day before the date on which such loan is made,
                           over the outstanding balance of loans from the Plan
                           to the Participant on the date on which such loan was
                           made, or

                           (2) one-half (1/2) of the present value of the
                           non-forfeitable accrued benefit of the Participant
                           under the Plan.

                                    For purposes of this limit, all plans of the
                           Employer shall be considered one plan.

                           (c) Loans shall provide for level amortization with
                  payments to be made not less frequently than quarterly over a
                  period not to exceed five (5) years. However, loans used to
                  acquire any dwelling unit which, within a reasonable time, is
                  to be used (determined at the time the loan is made) as a
                  principal residence of the Participant shall provide for
                  periodic repayment over a reasonable period of time that may
                  exceed five (5) years. For this purpose, a principal residence
                  has the same meaning as a principal residence under Code
                  Section 1034. Loan repayments will be suspended under this
                  Plan as permitted under Code Section 414(u)(4).

                           (d) Any loan made pursuant to this Section where the
                  Vested interest of the Participant is used to secure such loan
                  shall require the written consent of the Participant's spouse
                  in a manner consistent with Section 6.5(a)(1). Such written
                  consent must be obtained within the 90-day period prior to the
                  date the loan is made. However, no spousal consent shall be
                  required under this paragraph if the total accrued benefit
                  subject to the security is not in excess of $3,500.


                                       40
<PAGE>
                           (e) Any loans granted or renewed shall be made
                  pursuant to a Participant loan program. Such loan program
                  shall be established in writing and must include, but need not
                  be limited to, the following:

                           (1) the identity of the person or positions
                           authorized to administer the Participant loan
                           program;

                           (2) a procedure for applying for loans;

                           (3) the basis on which loans will be approved or
                           denied;

                           (4) limitations, if any, on the types and amounts of
                           loans offered;

                           (5) the procedure under the program for determining a
                           reasonable rate of interest;

                           (6) the types of collateral which may secure a
                           Participant loan; and

                           (7) the events constituting default and the steps
                           that will be taken to preserve Plan assets.

                                    Such Participant loan program shall be
                  contained in a separate written document which, when properly
                  executed, is hereby incorporated by reference and made a part
                  of the Plan. Furthermore, such Participant loan program may be
                  modified or amended in writing from time to time without the
                  necessity of amending this Section.

                                  ARTICLE VIII
                                    TOP HEAVY

8.1 TOP HEAVY PLAN REQUIREMENTS

                  For any Top Heavy Plan Year, the Plan shall provide the
special vesting requirements of Code Section 416(b) pursuant to Section 6.4 of
the Plan and the special minimum allocation requirements of Code Section 416(c)
pursuant to Section 4.3 of the Plan.

8.2 DETERMINATION OF TOP HEAVY STATUS

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

                                    If any Participant is a Non-Key Employee for
                  any Plan Year, but such Participant was a Key Employee for any
                  prior Plan Year, such Participant's Present Value of Accrued
                  Benefit and/or Aggregate Account


                                       41
<PAGE>
                  balance shall not be taken into account for purposes of
                  determining whether this Plan is a Top Heavy or Super Top
                  Heavy Plan (or whether any Aggregation Group which includes
                  this Plan is a Top Heavy Group). In addition, if a Participant
                  or Former Participant has not performed any services for any
                  Employer maintaining the Plan at any time during the five year
                  period ending on the Determination Date, any accrued benefit
                  for such Participant or Former Participant shall not be taken
                  into account for the purposes of determining whether this Plan
                  is a Top Heavy or Super Top Heavy Plan.

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

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

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

                           (2) contributions that would be allocated as of a
                           date not later than the Determination Date, even
                           though those amounts are not yet made or required to
                           be made.

                           (3) any Plan distributions made within the Plan Year
                           that includes the Determination Date or within the
                           four (4) preceding Plan Years. However, in the case
                           of distributions made after the Valuation Date and
                           prior to the Determination Date, such distributions
                           are not included as distributions for top heavy
                           purposes to the extent that such distributions are
                           already included in the Participant's Aggregate
                           Account balance as of the Valuation Date.
                           Notwithstanding anything herein to the contrary, all
                           distributions, including distributions under a
                           terminated plan which if it had not been terminated
                           would have been required to be included in an
                           Aggregation Group, will be counted. Further,
                           distributions from the Plan (including the cash value
                           of life insurance policies) of a Participant's
                           account balance because of death shall be treated as
                           a distribution for the purposes of this paragraph.

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

                           (5) with respect to unrelated rollovers and
                           plan-to-plan transfers (ones which are both initiated
                           by the Employee and made from a plan


                                       42
<PAGE>
                           maintained by one employer to a plan maintained by
                           another employer), if this Plan provides the
                           rollovers or plan-to-plan transfers, it shall always
                           consider such rollovers or plan-to-plan transfers as
                           a distribution for the purposes of this Section. If
                           this Plan is the plan accepting such rollovers or
                           plan-to-plan transfers, it shall not consider such
                           rollovers or plan-to-plan transfers as part of the
                           Participant's Aggregate Account balance.

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

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

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

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

                           In the case of a Required Aggregation Group, each
                           plan in the group will be considered a Top Heavy Plan
                           if the Required Aggregation Group is a Top Heavy
                           Group. No plan in the Required Aggregation Group will
                           be considered a Top Heavy Plan if the Required
                           Aggregation Group is not a Top Heavy Group.

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

                           In the case of a Permissive Aggregation Group, only a
                           plan that is part of the Required Aggregation Group
                           will be considered a Top Heavy Plan if the Permissive
                           Aggregation Group is a Top Heavy Group. No


                                       43
<PAGE>
                           plan in the Permissive Aggregation Group will be
                           considered a Top Heavy Plan if the Permissive
                           Aggregation Group is not a Top Heavy Group.

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

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

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

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

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

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

                           (2) the Aggregate Accounts of Key Employees under all
                           defined contribution plans included in the group,

                                    exceeds sixty percent (60%) of a similar sum
                           determined for all Participants.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1 PARTICIPANT'S RIGHTS

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


                                       44
<PAGE>
regardless of the effect which such discharge shall have upon him as a
Participant of this Plan.

9.2 ALIENATION

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

                           (b) This provision shall not apply to the extent a
                  Participant or Beneficiary is indebted to the Plan, as a
                  result of a loan from the Plan. At the time a distribution is
                  to be made to or for a Participant's or Beneficiary's benefit,
                  such proportion of the amount distributed as shall equal such
                  loan indebtedness shall be paid by the Trustee to the Trustee
                  or the Administrator, at the direction of the Administrator,
                  to apply against or discharge such loan indebtedness. Prior to
                  making a payment, however, the Participant or Beneficiary must
                  be given written notice by the Administrator that such loan
                  indebtedness is to be so paid in whole or part from his
                  Participant's Account. If the Participant or Beneficiary does
                  not agree that the loan indebtedness is a valid claim against
                  his Vested Participant's Account, he shall be entitled to a
                  review of the validity of the claim in accordance with
                  procedures provided in Sections 2.7 and 2.8.

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

9.3 CONSTRUCTION OF PLAN

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

9.4 GENDER AND NUMBER

                  Wherever any words are used herein in the masculine, feminine
or neuter gender, they shall be construed as though they were also used in
another gender in all


                                       45
<PAGE>
cases where they would so apply, and whenever any words are used herein in the
singular or plural form, they shall be construed as though they were also used
in the other form in all cases where they would so apply.

9.5 LEGAL ACTION

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

9.6 PROHIBITION AGAINST DIVERSION OF FUNDS

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

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

9.7 BONDING

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


                                       46
<PAGE>
9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

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

9.9 INSURER'S PROTECTIVE CLAUSE

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

9.10 RECEIPT AND RELEASE FOR PAYMENTS

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

9.11 ACTION BY THE EMPLOYER

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

9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                  The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the Administrator and (3) the Trustee. The named Fiduciaries shall have only
those specific powers, duties, responsibilities, and obligations as are
specifically given them under the Plan or as accepted by or assigned to them
pursuant to any procedure provided under the Plan, including but not limited to
any agreement allocating or delegating their responsibilities, the terms of
which are incorporated herein by reference. In general, unless otherwise
indicated herein or pursuant to such agreements, the Employer shall have the
duties specified in Article II hereof, as the same may be allocated or delegated
thereunder, including but not limited to the responsibility for making the
contributions provided for under Section 4.1; and shall have the authority to
appoint and remove the Trustee and the Administrator; to formulate the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan. The Administrator shall have the responsibility for the administration of
the Plan, including but not limited to the items specified in Article II of


                                       47
<PAGE>
the Plan, as the same may be allocated or delegated thereunder. The Trustee
shall have the responsibility of management and control of the assets held under
the Trust, except to the extent directed pursuant to Article II or with respect
to those assets, the management of which has been assigned to an Investment
Manager, who shall be solely responsible for the management of the assets
assigned to it, all as specifically provided in the Plan and any agreement with
the Trustee. Each named Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction, information
or action. Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not required under the Plan to inquire into the propriety of any such
direction, information or action. It is intended under the Plan that each named
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under the Plan as specified or
allocated herein. No named Fiduciary shall guarantee the Trust Fund in any
manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one Fiduciary capacity. In the furtherance of their
responsibilities hereunder, the "named Fiduciaries" shall be empowered to
interpret the Plan and Trust and to resolve ambiguities, inconsistencies and
omissions, which findings shall be binding, final and conclusive.

9.13 HEADINGS

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

9.14 APPROVAL BY INTERNAL REVENUE SERVICE

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

                           (b) Notwithstanding any provisions to the contrary,
                  except Sections 3.5 and 3.6, any contribution by the Employer
                  to the Trust Fund is conditioned upon the deductibility of the
                  contribution by the Employer under the Code and, to the extent
                  any such deduction is disallowed, the Employer may, within one
                  (1) year following the disallowance of the deduction, demand
                  repayment of such disallowed contribution and the Trustee
                  shall return such contribution within one (1) year following
                  the disallowance. Earnings of the Plan attributable to the
                  excess contribution may not be returned to the Employer, but
                  any losses attributable thereto must reduce the amount so
                  returned.

9.15 UNIFORMITY

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


                                       48
<PAGE>
9.16 WAIVER OF FUNDING

                           (a) In the event that the minimum funding requirement
                  for a particular Plan Year has been waived in whole or in
                  part, then, an Adjusted Account Balance shall be established
                  for each Participant which shall reflect the Account balance
                  the Participant would have had, had the waived amount been
                  contributed. The Adjusted Account Balance shall remain in
                  effect until such time as the value of the Participant's
                  Account equals the value of the Participant's Adjusted Account
                  Balance:

                           (1) The excess of the value of each Participant's
                           Adjusted Account Balance over the value of the
                           Participant's Account balance will be credited with
                           earnings equal to 150 percent of the Federal mid-term
                           rate (as in effect under Code Section 1274 for the
                           first month of such Plan Year).

                           (2) The waiver payment to be made by the Employer in
                           the year after the waiver is granted shall at least
                           equal the amount necessary to amortize over 5 years,
                           at the appropriate interest rate, the excess of the
                           sum of the Adjusted Account Balances over the total
                           value of the Trust Fund attributable to Employer
                           contributions. In the next year, the excess for such
                           subsequent year, if any, is amortized over 4 years.
                           In each succeeding year the amortization period is
                           reduced by one year. The Employer may, however, make
                           such larger payments at any time as the Employer
                           shall deem appropriate.

                           (3) An unallocated Waiver Suspense Account shall be
                           created, to which shall be made all payments designed
                           to reduce the waived deficiency. If at the time of a
                           distribution, the nonforfeitable portion of a
                           Participant's Adjusted Account Balance exceeds that
                           Participant's actual Account balance, that
                           Participant will receive the larger amount to the
                           extent that there are then funds in the unallocated
                           Waiver Suspense Account to cover the excess. If at
                           any time, a Participant may not be able to receive a
                           total distribution of the entire nonforfeitable
                           portion of his Adjusted Account Balance, such
                           Participant would receive subsequent distributions
                           derived from future waiver payments.

                           (b) When the total value of the Trust Fund equals the
                  sum of the Adjusted Account Balances, the Waiver Suspense
                  Account shall be allocated to the affected Participants so
                  that each Participant's actual Account balance equals that
                  Participant's Adjusted Account Balance.


                                       49
<PAGE>
                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1 ADOPTION BY OTHER EMPLOYERS

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

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

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

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

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

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

                           (e) Any expenses of the Trust which are to be paid by
                  the Employer or borne by the Trust Fund shall be paid by each
                  Participating Employer in the same proportion that the total
                  amount standing to the credit


                                       50
<PAGE>
                  of all Participants employed by such Employer bears to the
                  total standing to the credit of all Participants.

10.3 DESIGNATION OF AGENT

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

10.4 EMPLOYEE TRANSFERS

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

10.5 PARTICIPATING EMPLOYER CONTRIBUTION

                  Any contribution subject to allocation during each Plan Year
shall be allocated only among those Participants of the Employer or
Participating Employer making the contribution, except if the contribution is
made by an Affiliated Employer, in which event such contribution shall be
allocated among all Participants of all Participating Employers who are
Affiliated Employers in accordance with the provisions of this Plan. On the
basis of the information furnished by the Administrator, the Trustee shall keep
separate books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular Participating Employer is the interested Employer
hereunder, but in the event of an Employee transfer from one Participating
Employer to another, the employing Employer shall immediately notify the Trustee
thereof.

10.6 AMENDMENT

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

10.7 DISCONTINUANCE OF PARTICIPATION

                  Any Participating Employer shall be permitted to discontinue
or revoke its participation in the Plan. At the time of any such discontinuance
or revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust


                                       51
<PAGE>
Fund assets allocable to the Participants of such Participating Employer to such
new Trustee as shall have been designated by such Participating Employer, in the
event that it has established a separate pension plan for its Employees,
provided however, that no such transfer shall be made if the result is the
elimination or reduction of any "Section 411(d)(6) protected benefits" in
accordance with Section 7.1(c). If no successor is designated, the Trustee shall
retain such assets for the Employees of said Participating Employer pursuant to
the provisions of the Trust. In no such event shall any part of the corpus or
income of the Trust as it relates to such Participating Employer be used for or
diverted to purposes other than for the exclusive benefit of the Employees of
such Participating Employer.

10.8 ADMINISTRATOR'S AUTHORITY

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


                                       52
<PAGE>
                  IN WITNESS WHEREOF, this Plan has been executed the day and
year first above written.

                                             One Liberty Properties, Inc.


                                             By /s/
                                               -------------------------------
                                                 EMPLOYER


                                       53