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THE MERCHANTS NATIONAL BANK DEFINED CONTRIBUTION PROTOTYPE PLAN EXHIBIT 10.2(I)





                             BUCK CONSULTANTS, INC.

                       DEFINED CONTRIBUTION PROTOTYPE PLAN

                                      (#01)

(Revised 04/96)


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                             BUCK CONSULTANTS, INC.
                    DEFINED CONTRIBUTION PROTOTYPE PLAN (#01)


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                                TABLE OF CONTENTS
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Introduction

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Procedures and General Information

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Article 1.        Definitions

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Article 2.        Eligibility and Participation

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Article 3.        Contributions and Allocations

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Article 4.        Cash or Deferred Arrangement (CODA)
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Article 5.        Benefits

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Article 6.        Administration of the Plan

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Article 7.        Management of Funds

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Article 8.        Top-Heavy Provisions

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Article 9.        General Provisions

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Article 10.       Amendment, Merger and Termination

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                                  INTRODUCTION

This Plan and Trust and the Adoption Agreement have been approved as to form by
the Internal Revenue Service (IRS) for corporate and non-corporate Employers.
The Employer adopts the Plan and Trust by completing and signing the Adoption
Agreement. In order to retain prototype status, no changes in the wording of
this Plan and Trust, except the elections by the Employer in the Adoption
Agreement, can be made.

In general, the approval of this Prototype by the IRS does not constitute a
determination as to the qualification of the Plan as adopted by the Employer,
nor as to the exempt status of the related Trust. This determination is made by
the Employer's local District Director of Internal Revenue upon submission by
the Employer of an Application for Determination for Adopters of Master or
Prototype, Regional Prototype or Volume Submitter Plans, IRS Form 5307, with a
copy of the executed Adoption Agreement, and such additional information and
documents as the District Director may require.

This Plan and Trust and Adoption Agreement are instruments having significant
legal and tax implications for the Employer. Each Employer must assume the
responsibility for the legal and tax aspects pertaining to its Plan. Neither
Buck Consultants, Inc. (hereinafter referred to as "Buck") nor its
representatives can give any assurance that the Plan as adopted by a given
Employer shall be qualified by the IRS. Accordingly, Buck encourages the
Employer to consult with its legal and tax advisors to the extent considered
necessary.

This Defined Contribution Prototype Plan document #01 may be used in conjunction
with the following adoption agreements, which are not paired:

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              Plan Type                  IRS Serial #           Form #
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Non-Standardized Profit-Sharing Plan       D8310525           95361NS-PSI
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Non-Standardized 401(k) Savings Plan       D8310524           95361NS(K)I
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Standardized Profit-Sharing Plan           D7316085           95361S-PSI
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Standardized 401(k) Savings Plan           D7316086           95361S(K)I
===============================================================================


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                       PROCEDURES AND GENERAL INFORMATION

Procedures:

a.     The Employer and Trustee(s) should sign enough copies of the Adoption
       Agreement for all parties needing a copy. This usually includes one for
       the Employer, one for the Trustee, one for the Plan Administrator, if
       other than the Trustee, one for Buck, and one for the IRS.

b.     One copy should be filed with Buck along with other information,
       applications, and other documents as required by Buck.

c.     The Employer should file the Plan with the IRS (by the due date for
       filing corporate tax returns for the year in which the Plan is adopted or
       amended) to obtain a Letter of Determination that the Plan, as
       established or amended, is qualified. In addition, the Employer must
       furnish information, reports, and certain documents as required for the
       IRS, the Department of Labor, Participants, and Beneficiaries receiving
       any benefits from the Plan.

d.     Initial compliance, amendment compliance, and annually recurring services
       are available for a fee from Buck upon request provided the Plan meets
       Buck's servicing guidelines. Such services performed by authorization of
       the Plan Fiduciaries are only of the ministerial and mechanical type.
       Buck assumes no fiduciary duties on behalf of the Plan nor offers any
       legal advice. Any information given is presented as information only and
       not as advice, recommended action, or policy decisions for the Plan.


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General Information:

a.     Purpose - This Defined Contribution Prototype Plan and Trust with its
       Adoption Agreement constitute an employee pension benefit plan created
       hereby for the exclusive benefit of eligible Employees of the Employer.
       Prior to satisfaction of all liabilities with respect to the Participants
       and their Beneficiaries, no part of the corpus or income of the Trust
       shall at any time be used for or diverted to purposes other than for the
       exclusive benefit of such Participants or their Beneficiaries.

       It is further the purpose of the Plan to provide benefits in accordance
       herewith for those Participants who remain in the employ of the Employer
       until their Account(s) is vested or until they reach Normal Retirement
       Age, at which time benefits shall be distributed in accordance herewith.
       It is further the intent to provide other benefits as are set forth in
       the Adoption Agreement.

b.     Name of Plan - The name of the Plan shall be the legal name of the
       Employer as set forth in the Adoption Agreement followed by the name of
       the plan as set forth in the Adoption Agreement.

c.     Approval of Internal Revenue Service - This Plan is contingent upon and
       subject to obtaining such initial approval of the District Director of
       Internal Revenue as may be necessary to establish qualification for
       income tax purposes pursuant to Section 401 of the Internal Revenue Code
       of 1986 (Code) and as may be necessary to qualify for tax exemption under
       the provisions of Section 501 or other applicable provisions of the Code.
       Any modification or amendment of the Plan may be made if necessary or
       appropriate to initially qualify or to maintain qualification of the
       Plan.

       If a final adverse action with respect to initial qualification or
       requalification is issued by the Internal Revenue Service, the Plan shall
       be treated as an individually designed plan and the Employer shall no
       longer participate in this prototype Plan.


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Article 1.  Definitions

The following words and phrases as used in this Plan and Trust (hereinafter
referred to as `Plan') shall have the meaning set forth in this Article, unless
a different meaning is clearly required by the context. Refer to the same
Section number in the Adoption Agreement as in the Plan for cross-reference
purposes.

1.01   "Accounts" means the Employer Account, the Participant Account, if any,
       the Elective Deferral Account, if any, and the Rollover Account, if any.
       (a)  "Employer Account" means the account into which shall be credited
            the Employer contributions made on a Participant's behalf pursuant
            to Section 3.01 and Section 4.02, if applicable, and investment
            earnings on those contributions.
       (b)  Participant Account" means the account into which shall be credited
            any after-tax contributions made by a Participant under the terms of
            the Plan prior to the date this prototype is adopted by the Employer
            and investment earnings on those contributions. After-tax
            Participant contributions are not permitted under the terms of this
            prototype.
       (c)  "Elective Deferral Account" means the account into which shall be
            credited the Elective Deferral Contributions made on a Participant's
            behalf and investment earnings on those contributions.
       (d)  "Rollover Account" means the account into which shall be credited
            any rollover contributions made by a Participant pursuant to Section
            3.02 of the Plan and investment earnings on those contributions.

1.02   "Actual Contribution Percentage" means, with respect to a specified group
       of Employees, the average of the ratios, calculated separately for each
       Employee in that group, of (a) the contributions made by the Employer
       pursuant to Section 4.02 for the Employee's benefit for that Plan Year,
       to (b) his Statutory Compensation received during the period the Employee
       is a Participant or is eligible to become a Participant. For Plan Years
       beginning after 1988, the Actual Contribution Percentage for each group
       and the ratio determined for each Employee in the group shall be
       calculated to the nearest one-hundredth of 1%.

1.03   "Actual Deferral Percentage" means, with respect to a specified group of
       Employees, the average of the ratios, calculated separately for each
       Employee in that group, of (a) the amount of Elective Deferral
       Contributions made pursuant to Section 4.01 for a Plan Year, whether or
       not such Elective Deferral Contributions are returned to the Participant
       pursuant to Section 4.01(c), to (b) the Employee's Statutory Compensation
       received during the period the Employee is a Participant or is eligible
       to become a Participant. For Plan Years beginning after 1988, the Actual
       Deferral Percentage for each group and the ratio determined for each
       Employee in the group shall be calculated to the nearest one-hundredth of
       1%.

1.04   "Adjustment Factor" means the cost of living adjustment factor prescribed
       by the Secretary of the Treasury under Section 415(d) of the Code for
       calendar years beginning on or after January 1, 1988, and applied to such
       items and in such manner as the Secretary shall provide.


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1.05   "Affiliated Employer" means any employer which is a member of a
       controlled group of corporations determined under Section 414(b) of the
       Code, all trades or businesses under common control as defined in Section
       414(c) of the Code, or a member of an affiliated service group as defined
       in Section 414(m) of the Code and any other entity required to be
       aggregated with the Employer pursuant to regulations under Section 414(o)
       of the Code.

1.06   "Age" means actual attained age.

1.07   "Annuity Starting Date" means the first day of the first period for which
       an amount is paid as an annuity or any other form following a
       Participant's retirement or other termination of employment.

1.08   "Beneficiary" means any person, persons or entity named by a Participant
       by written designation filed with the Plan Administrator to receive
       benefits payable in the event of the Participant's death. However, if the
       Participant is married, his spouse shall be deemed to be the Beneficiary
       unless or until he elects another Beneficiary by a written designation
       filed with the Plan Administrator. Any such designation shall not be
       effective without Spousal Consent. If no such designation is in effect at
       the time of death of the Participant, or if no person, persons or entity
       so designated shall survive the Participant, the Participant's surviving
       spouse, if any, shall be deemed to be the Beneficiary; otherwise the
       Beneficiary shall be the estate of the Participant. The designation of a
       spouse as Beneficiary shall become null and void in the event of the
       divorce of the Participant and such spouse, unless the Participant makes
       a beneficiary designation after the final date of such divorce naming the
       former spouse as his Beneficiary.

1.09   "Break in Service" means an event affecting forfeitures, which shall be
       based on the Hours Method for eligibility purposes and computed under one
       of the following methods as elected in the Adoption Agreement for
       purposes of vesting:
       (a)  Hours Method -- a Break in Service shall occur if the Employee fails
            to complete more than 500 Hours of Service during any Plan Year.
       (b)  Elapsed Time Method -- a Break in Service shall occur as of the
            Participant's Severance Date if he is not reemployed by the Employer
            or an Affiliated Employer within one year after a Severance Date.
            However, if an Employee is absent from work immediately following a
            period of active employment, irrespective of whether the Employee's
            employment is terminated, as a result of the Employee's pregnancy,
            the birth of the Employee's child, the placement of a child with the
            Employee in connection with the adoption of that child by the
            Employee or for purposes of caring for that child for a period
            beginning immediately following that birth or placement and that
            absence from work began on or after the first day of the Plan Year
            which began in 1985, a Break in Service shall occur only if the
            Employee does not return to work within two years of his Severance
            Date.

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            For purpose of this Plan, the term "Severance Date" means the
            earlier of: (i) the date an Employee quits, retires, is discharged
            or dies, or (ii) the first anniversary of the date on which an
            Employee is first absent from service, with or without pay, for any
            reason such as vacation, sickness, disability, layoff or leave of
            absence.

            A Break in Service shall not occur during an approved leave of
            absence or during a period of military service which is included in
            the Participant's Vesting Service.

1.10     "Code" means the Internal Revenue Code of 1986 as amended from time to
         time.

1.11     "Compensation" means the cash wages paid to an Employee for services
         rendered to the Employer, determined in accordance with the selection
         made in the Adoption Agreement. Notwithstanding the foregoing,
         Compensation shall be determined prior to any reduction pursuant to a
         cash or deferred arrangement as defined in Section 402(e)(3) or
         pursuant to a cafeteria plan as described in Section 125 of the Code.
         However, for Plan Years beginning after 1988, and prior to January 1,
         1994, Compensation for Plan purposes shall not exceed $200,000 per
         year. In addition to other applicable limitations set forth in the
         Plan, and notwithstanding any other provision of the Plan to the
         contrary, for Plan Years beginning on or after January 1, 1994, the
         annual Compensation of each Employee taken into account under the Plan
         shall not exceed the Omnibus Budget Reconciliation Act of 1993
         (OBRA'93) annual compensation limit. The OBRA'93 annual compensation
         limit is $150,000, as adjusted by the Commissioner for increases in the
         cost-of-living in accordance with Section 401(a)(17)(B) of the Internal
         Revenue Code. The cost-of-living adjustment in effect for a calendar
         year applies to any period, not exceeding 12 months, over which
         Compensation is determined (determination period) beginning in such
         calendar year. If a determination period consists of fewer than 12
         months, the OBRA'93 annual compensation limit shall be multiplied by a
         fraction, the numerator of which is the number of months in the
         determination period, and the denominator of which is 12.

         For Plan Years beginning on or after January 1, 1994, any reference in
         this Plan to the limitation under Section 401(a)(17) of the Code shall
         mean the OBRA'93 annual compensation limit set forth in this provision.

         If Compensation for any prior determination period is taken into
         account in determining an Employee's benefits accruing in the current
         Plan Year, the Compensation for that prior determination period is
         subject to the OBRA'93 annual compensation limit in effect for that
         prior determination period. For this purpose, for determination periods
         beginning before the first day of the first Plan Year beginning on or
         after January 1, 1994, the OBRA'93 annual compensation limit is
         $150,000. When determining the Compensation of any Participant who is a
         Highly Compensated Employee, the family aggregation rules of Section
         414(q)(6) of the Code shall apply; provided, however, that the term
         "family" shall include only the Participant's spouse and lineal
         descendants who have not attained age 19 before the close of the Plan
         Year. If, as a result of the application of the family aggregation
         rules, the foregoing Compensation limit is exceeded, then the
         Compensation to be considered for Plan purposes shall be prorated among



<PAGE>

         the affected individuals on the basis of the individuals' Compensation
         determined prior to the application of the limitation. However, for the
         purposes of determining Compensation up to the Social Security
         Integration Level, the foregoing proration shall not apply.

         For any Owner-Employee or Self-Employed Individual covered by the Plan,
         "Compensation" means Earned Income which is the net earnings from
         self-employment in the trade or business with respect to which the Plan
         is established, for which personal services of the individual are a
         material income-producing factor. Net earnings shall be determined
         without regard to items not included in gross income and the deductions
         allocable to such items. Net earnings are reduced by contributions by
         the Employer to a qualified plan to the extent deductible under Section
         404 of the Code. Net earnings shall be determined with regard to the
         deduction allowed to the taxpayer by Section 164(f) of the Code for
         taxable years beginning after December 31, 1989.

         If the period for determining Compensation used in calculating an
         Employee's allocation for a determination period is a short Plan Year
         (i.e., shorter than 12 months), the annual Compensation limit is an
         amount equal to the otherwise applicable annual Compensation limit
         multiplied by the fraction, the numerator of which is the number of
         months in the short Plan Year, and the denominator of which is 12.

1.12     "Disability" means total and permanent physical or mental disability,
         as evidenced by (a) receipt of a Social Security disability pension,
         (b) receipt of disability payments under the Employer's long-term
         disability program, or (c) certification by a physician or physicians
         chosen by the Participant and satisfactory to the Plan Administrator.

1.13     "Effective Date" means the date as indicated in the Adoption Agreement
         as the Effective Date of the Plan. The Effective Date of an amendment
         and restatement of the Plan shall also be the date indicated as such by
         the Employer in the Adoption Agreement.

1.14     "Elective Deferral Contributions" means all amounts contributed by the
         Employer in accordance with an election by the Participant, in lieu of
         cash compensation, including contributions made pursuant to a salary
         reduction agreement or other deferral mechanism. With respect to any
         taxable year, a Participant's Elective Deferral Contributions are the
         sum of all Employer contributions made on behalf of such Participant
         pursuant to an election to defer under any qualified cash or deferred
         arrangement (CODA) as described in Section 401(k) of the Code, any
         simplified employee pension cash or deferred arrangement as described
         in Section 402(h)(1)(B), any eligible deferred compensation plan under
         Section 457, any plan as described under Section 501(c)(18), and any
         Employer contributions made on behalf of a Participant for the purchase
         of an annuity contract under Section 403(b) pursuant to a salary
         reduction agreement.

1.15     "Employee" means any person who is employed by the Employer, who
         receives Compensation from the Employer, and who is a member of the
         class of employees eligible to participate in the Plan as indicated in
         the Adoption Agreement. The term "Employee" may also include any




<PAGE>

         Leased Employee who is deemed to be an Employee of the Employer or
         an Affiliated Employer as indicated in the Adoption Agreement.

1.16     "Employer" means the Employer or an Affiliated Employer named in the
         Adoption Agreement which has adopted this plan, or any successor by
         merger, purchase or otherwise, with respect to its employees; or any
         other company participating in the Plan as provided in Section 10.05,
         with respect to its employees.

1.17     "Entry Date" means the date as designated in A-2.01 of the Adoption
         Agreement on which an Employee may become an active Participant in the
         Plan after meeting the eligibility requirements of Article 2 specified
         in the Adoption Agreement.

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

1.19     "Highly Compensated Employee" means any active or former employee of
         the Employer or an Affiliated Employer whether or not eligible for
         participation in the Plan so determined in accordance with the
         following provisions:
         (a)    during the determination year, which is the current Plan Year,
                or the look-back year, which is the immediately preceding Plan
                Year, the employee:
                (i)   was at any time a 5% owner of the Employer or an
                      Affiliated Employer;
                (ii)  received Statutory Compensation from the Employer in
                      excess of $75,000 multiplied by the Adjustment Factor as
                      provided by the Secretary of the Treasury;
                (iii) received Statutory Compensation from the Employer in
                      excess of $50,000 multiplied by the Adjustment Factor as
                      provided by the Secretary of the Treasury, and was a
                      member of the "top-paid group" which is the highest 20% of
                      employees for that year when ranked by Statutory
                      Compensation paid by the Employer for that year excluding,
                      for purposes of determining the number of such employees,
                      such employees as the Employer may determine on a
                      consistent basis pursuant to Section 414(q)(8) of the
                      Code; or
                (iv)  was at any time an officer of the Employer or an
                      Affiliated Employer (subject to the limitations of Section
                      414(q)(5) of the Code) and received Statutory Compensation
                      greater than 50% of the dollar limitation applicable to an
                      annual benefit under a defined benefit plan for such Plan
                      Year as set forth in Section 415(b)(1)(A) of the Code.
         (b)    The term Highly Compensated Employee also includes: (i)
                employees who are described in paragraph (a) if the term
                "determination year" is substituted for the term "look-back
                year" and the employee is one of the 100 Employees who received
                the most Statutory Compensation from the Employer during the
                determination year; and (ii) employees who are 5% owners at any
                time during the look-back year or determination year. A Highly
                Compensated former Employee includes any employee who separated
                from service (or was deemed to have separated) prior to the
                determination year,




<PAGE>

                performs no service for the Employer during the determination
                year, and was a Highly Compensated active Employee for either
                the separation year or any determination year on or after the
                employee's 55th birthday.
         (c)    Employees who are nonresident aliens and who receive no earned
                income from the Employer or an Affiliated Employer which
                constitutes income from sources within the United States shall
                be disregarded for all purposes of this Section.
         (d)    If no officer has met the Statutory Compensation requirement
                outlined in paragraph (a)(iv) above, the highest-paid officer
                for such Plan Year shall be treated as a Highly Compensated
                Employee.
         (e)    If an employee is, during a determination year or look-back
                year, a family member of either a 5% owner who is an active or
                former Employee or a Highly Compensated Employee who is one of
                the 10 most Highly Compensated Employees ranked on the basis of
                Compensation paid by the Employer during such year, then the
                family member and the 5% owner or top-10 Highly Compensated
                Employee shall be aggregated. In such case, the family member
                and the 5% owner or top-10 Highly Compensated Employee shall be
                treated as a single employee receiving Compensation and Plan
                contributions or benefits equal to the sum of such Compensation
                and contributions or benefits of the family member and the 5%
                owner or top-10 Highly Compensated Employee. For purposes of
                this section, family member includes the spouse, lineal
                ascendants and descendants of the employee or former employee
                and the spouses of such lineal ascendants and descendants.
         (f)    The determination of who is a Highly Compensated Employee,
                including the determinations of the number and identity of
                employees in the top-paid group, the top 100 Employees, the
                number of employees treated as officers and the Compensation
                that is considered shall be made in accordance with Section
                414(q) of the Code and the regulations thereunder.

1.20     "Hour of Service" means, with respect to any applicable computation
         period:
         (a)    each hour for which an employee is paid or entitled to payment
                for the performance of duties for the Employer or an Affiliated
                Employer;
         (b)    each hour for which an employee is paid or entitled to payment
                by the Employer or an Affiliated Employer on account of a period
                during which no duties are performed whether or not the
                employment relationship has terminated due to vacation, holiday,
                illness, incapacity (including disability), layoff, jury duty,
                military duty or leave of absence, but not more than 501 hours
                for any single continuous period;
         (c)    each hour for which back pay, irrespective of mitigation of
                damages, is either awarded or agreed to by the Employer or an
                Affiliated Employer, excluding any hour credited under (a) or
                (b), which shall be credited to the computation period or
                periods to which the award, agreement or payment pertains rather
                than to the computation period in which the award, agreement or
                payment is made; and
         (d)    solely for purposes of determining whether an employee had
                incurred a Break in Service under a Plan using the Regular
                Method as defined in Section 1.09, each hour for which the
                employee would normally be credited under paragraph (a) or (b)
                above during a



<PAGE>
                period in which he is absent from work because of the pregnancy
                of the employee, the birth of a child of the employee, the
                placement of a child with the employee in connection with the
                adoption of such child by such employee or for purposes of
                caring for such child for a period beginning immediately
                following such birth or placement, but not more than 501 hours
                for any single such period, provided, however, that the number
                of hours credited to the employee under this paragraph (d)
                during the computation period in which such absence began, when
                added to the hours credited to the employee under paragraphs (a)
                through (c) above during such computation period, shall not
                exceed 501. In the event the number of hours credited under this
                paragraph (d) for the computation period in which the absence
                began is zero, the provisions of this paragraph (d) shall apply
                as though the absence began in the immediately following
                computation period.
         No hours shall be credited on account of any period during which the
         employee performs no duties and receives payment solely for the purpose
         of complying with unemployment compensation, workers' compensation or
         disability insurance laws. The Hours of Service credited shall be
         determined as required by Department of Labor Regulations, Section
         2530.200b-2(b) and (c) and shall include any Hours of Service completed
         during a period of employment with an Affiliated Employer. Hours of
         Service shall be credited on the basis of actual hours for which an
         employee is paid or entitled to payment.

 1.21    "Leased Employee" means any person who is not an employee of the
         Employer and who provides services to the Employer if -
         (a)    such services are provided pursuant to an agreement between the
                Employer and any other person (referred to as the "leasing
                organization"),
         (b)    such person has performed such services for the Employer (or for
                the Employer and related persons) on a substantially full-time
                basis for a period of at least one year, and
         (c)    such services are of a type of historically performed, in the
                business field of the Employer, by Employees.
         In the case of any person who is a Leased Employee immediately before
         or after a period of service as an Employee, the entire period during
         which he has performed services for the Employer or an Affiliated
         Employer as a Leased Employee shall be counted as Eligibility Service
         and Vesting Service for all purposes of the Plan, except that he shall
         not, by reason of that status, become a Participant of the Plan.
         However, a Leased Employee shall not be considered an employee of the
         Employer for any purpose if: (a) such employee is covered by a money
         purchase pension plan providing: (1) a nonintegrated employer
         contribution rate of at least 10% of compensation, with compensation
         being defined in accordance Section 415(c)(3) of the Code but including
         in such definition of compensation any amounts contributed pursuant to
         a salary reduction agreement which are excludable from the employee's
         gross income under Section 125, Section 402(e)(3), Section 402(h)(1)(B)
         or Section 403(b) of the Code, (2) immediate participation, (3) full
         and immediate vesting, and (b) Leased Employees do not constitute more
         than 20% of the Employer's nonhighly compensated workforce.
<PAGE>
1.22     "Matching Contribution" means all amounts contributed by the Employer
         pursuant to an Elective Deferral Contribution or any other contribution
         made to the Plan by or on behalf of the Participant.

1.23     "Normal Retirement Age" means the earlier of:
         (a)    the Normal Retirement Date as designated in A-5.01 of the
                Adoption Agreement; or
         (b)    the ERISA Normal Retirement Age which is the later of:
                (i)   age 65, or
                (ii)  the fifth anniversary of the date participation commenced.
         Normal Retirement Age shall not exceed any mandatory retirement age
         imposed by the adopting Employer.

1.24     "Owner-Employee" means a sole proprietor or a partner who owns more
         than ten percent (10%) of either the capital or profits interest of the
         Employer.

1.25     "Participant" means any person who is participating in the Plan as
         provided in Article 2. Any former Participant having deferred vested
         rights to his Account under this Plan shall also be considered a
         "Participant".

         Non-Participants making rollover contributions, if permitted in
         A-3.02(b)(2) of the Adoption Agreement, shall not be considered
         Participants for any other purposes of the Plan.

1.26     "Plan Administrator" means the person(s) or corporation administering
         the Plan as designated on page 1 of the Adoption Agreement.

1.27     "Plan Year" means the 12-consecutive-month period designated in the
         Adoption Agreement.

1.28     "Present Value" means the current value of a benefit as computed in
         accordance with the interest and mortality rates specified in Section
         A-1.28 of the Adoption Agreement.

1.29     "Prototype Sponsor" means Buck Consultants, Inc. Fort Wayne, Indiana.

1.30     "Profits" means both accumulated earnings and profits and current net
         taxable income of the Employer before deduction of Federal, state and
         local income taxes and before any contributions made by the Employer to
         this or any other employee benefit plan maintained by the Employer, as
         determined by its independent public accountants in accordance with
         generally accepted accounting principles.

         The Employer may make contributions to the Plan without regard to the
         existence or the amount of current and accumulated earnings and profits
         as selected in the Adoption Agreement. Notwithstanding the foregoing,
         however, this Plan is designed to qualify as a "profit-sharing plan"
         for purposes of Sections 401(a), 402, 412 and 417 of the Code.

<PAGE>
1.31     "Qualified Joint and Survivor Annuity" shall mean an immediate annuity
         payable for the life of a Participant and after his death, an annuity
         payable to his spouse for life at the rate of not less than 50%, nor
         more than 100%, of the amount payable to the Participant. The
         percentage of any survivor annuity payable under the Plan shall be 50%
         unless the Participant elects a greater percentage during the election
         period.

1.32     "Self-Employed Individual" means any person who has Earned Income from
         the Employer for which the Plan is established for the taxable year or
         who would have had Compensation (Earned Income), but for the fact that
         the Employer had no net profits for such taxable year.

1.33     "Spousal Consent" means written consent given by a Participant's spouse
         to an election made by the Participant of a specified form of benefit,
         the designation of a specified Beneficiary, to a Participant's
         application to receive an in-service withdrawal under Section 4.11, or
         to obtain a loan from the Plan pursuant to Section 3.16. Spousal
         Consent shall be duly witnessed by a Plan representative or notary
         public and shall acknowledge the effect on the spouse of the
         Participant's election and the identity of the designated Beneficiary.
         The requirement for Spousal Consent may be waived by the Plan
         Administrator if it is established to its satisfaction that there is no
         spouse or that the spouse cannot be located or that such other
         circumstance exists as may be prescribed by Treasury Regulations.

1.34     "Statutory Compensation" means the wages, salaries, and other amounts
         paid in respect of an employee for services actually rendered to an
         Employer or an Affiliated Employer, including by way of example,
         overtime, bonuses and commissions, but excluding deferred compensation,
         stock options and other distributions which receive special tax
         benefits under the Code. Statutory Compensation shall include Elective
         Deferral Contributions and amounts contributed on a Participant's
         behalf on a salary reduction basis to a cafeteria plan as described in
         Section 125 of the Code. For Plan Years beginning after 1988 and prior
         to January 1, 1994, Statutory Compensation for Plan purposes shall not
         exceed $200,000. For years commencing on or after January 1, 1990 and
         prior to January 1, 1994, the $200,000 limitation shall be multiplied
         by the Adjustment Factor as provided by the Secretary of the Treasury.
         In addition to other applicable limitations set forth in the Plan, and
         notwithstanding any other provision of the Plan to the contrary, for
         Plan Years beginning on or after January 1, 1994, the annual Statutory
         Compensation of each Employee taken into account under the Plan shall
         not exceed the OBRA'93 annual compensation limit. The OBRA'93 annual
         compensation limit is $150,000, as adjusted by the Commissioner for
         increases in the cost-of-living in accordance with Section
         401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
         adjustment in effect for a calendar year applies to any period, not
         exceeding 12 months, over which Statutory Compensation is determined
         (determination period) beginning in such calendar year. If a
         determination period consists of fewer than 12 months, the OBRA'93
         annual compensation limit shall be multiplied by a fraction, the
         numerator of which is the number of months in the determination period,
         and the denominator of which is 12.
<PAGE>
         For Plan Years beginning on or after January 1, 1994, any reference in
         this Plan to the limitation under Section 401(a)(17) of the Code shall
         mean the OBRA'93 annual compensation limit set forth in this provision.

         If Statutory Compensation for any prior determination period is taken
         into account in determining an Employee's benefits accruing in the
         current Plan Year, the Statutory Compensation for that prior
         determination period is subject to the OBRA'93 annual compensation
         limit in effect for that prior determination period. For this purpose,
         for determination periods beginning before the first day of the first
         Plan Year beginning on or after January 1, 1994, the OBRA'93 annual
         compensation limit is $150,000. When determining the Statutory
         Compensation of any Participant who is a Highly Compensated Employee,
         the family aggregation rules of Section 414(q)(6) of the Code shall
         apply; provided, however, that the term "family" shall include only the
         Participant's spouse and lineal descendants who have not attained age
         19 before the close of the Plan Year. If, as a result of the
         application of the family aggregation rules, the foregoing Statutory
         Compensation limit is exceeded, then the Statutory Compensation to be
         considered for Plan Purposes shall be prorated among the affected
         individuals on the basis of the individuals' Statutory Compensation
         determined prior to the application of the limitation.

         If the period for determining Statutory Compensation used in
         calculating an Employee's allocation for a determination period is a
         short Plan Year (i.e., shorter than 12 months), the annual Statutory
         Compensation limit is an amount equal to the otherwise applicable
         annual Statutory Compensation limit multiplied by the fraction, the
         numerator of which is the number of months in the short Plan Year, and
         the denominator of which is 12.

1.35     "Taxable Wage Base" means the maximum amount of annual earnings subject
         to tax under the provisions of Section 3121(a)(1) of the Code as in
         effect on the first day of each Plan Year.

1.36     "Trustees" means the person(s) or corporation by whom the funds of the
         Plan are held as designated in the Adoption Agreement.

1.37     "Valuation Date" means the date (or dates) elected by the Employer in
         Section 1.37 of the Adoption Agreement as of which the Account balances
         are valued, and such other dates as may be established by the Plan
         Administrator from time to time.

1.38     "Vested Portion" means the portion of the Accounts in which the
         Participant has a nonforfeitable interest as provided in Section 5.09
         or, if applicable, Article 8.

1.39     "Vesting Service" means service recognized for purposes of determining
         a Participant's Vested Portion. Vesting Service shall be computed under
         either the Hours Method or the Elapsed Time Method, as selected in the
         Adoption Agreement and as further defined below:
         (a)    Hours Method -- An Employee shall be credited with a year of
                Vesting Service for any Plan Year during which the Employee has
                completed at least 1,000 Hours of Service.

<PAGE>
                Any year of Vesting Service where an Employee has less than
                1,000 Hours of Service shall not be counted as a year of Vesting
                Service.
         (b)    Elapsed Time Method -- An Employee shall be credited with a year
                of Vesting Service based on the Employee's actual period of
                employment irrespective of the number of hours actually worked
                during such period. All periods of employment, including periods
                of severance shall be aggregated unless there is a one-year
                period of severance as defined below. A year of Vesting Service
                shall be credited for each completed 12 months of service (365
                days), which need not be consecutive.

                For purposes of determining years of Vesting Service under the
                Elapsed Time Method, the following terms shall apply:

                    *      Date of hire or rehire -- shall mean the date an
                           Employee first performs one Hour of Service. An
                           "adjusted" hire date may be used to reflect periods
                           of severance so that all periods of service can be
                           aggregated unless such periods can be disregarded
                           under the Break in Service rules.
                    *      Severance date -- shall mean the earlier of:
                               (1)   the actual date an Employee quits, is
                                     discharged, dies or retires; or
                               (2)   the first anniversary of the date an
                                     Employee is absent from work (with or
                                     without pay) for any other reason; e.g.,
                                     disability, vacation, leave of absence,
                                     layoff, etc.
                   *    Elapsed time -- shall mean the total period of service
                        between a Participant's date of hire and severance date
                        including periods of severance where a one-year period
                        of severance does not occur.
                   *    Period of service -- shall mean the total elapsed time
                        while an Employee is employed regardless of the number
                        of hours worked.
                   *    Month of service -- shall be credited for each 30 days
                        of elapsed time.
                   *    Period of severance -- shall mean the time between the
                        actual severance date as defined above and the
                        subsequent date, if any, on which the Employee performs
                        one Hour of Service.
                   *    One-year period of severance -- shall mean a one-year
                        Break in Service as defined in Section 1.09 which is the
                        12-month period following a Participant's severance date
                        as defined above in which an Employee does not have one
                        Hour of Service.

1.40     Construction
         (a)     The Plan shall be construed, regulated and administered under
                 ERISA and the laws of the state in which the Employer's primary
                 business is located, except where ERISA controls.
         (b)     The masculine pronoun shall mean the feminine and the singular
                 shall mean the plural wherever appropriate.
<PAGE>
Article 2.  Eligibility

2.01     Each Employee shall automatically become a Participant on the Entry
         Date on or immediately after the date he meets the requirements
         designated in the Adoption Agreement unless he terminates his service
         prior to such Entry Date.

2.02     An Employee shall be credited with one year of eligibility service for
         the 12-consecutive-month period beginning on his employment
         commencement date which is the date he first completes an Hour of
         Service and during any Plan Year beginning on or after the date he
         first completes an Hour of Service if he completes at least 1,000 Hours
         of Service during that 12-consecutive-month period or Plan Year. For
         purposes of determining years of eligibility service for an Employee
         who terminates employment before becoming a Participant of the Plan,
         his years of eligibility service prior to the termination or Break in
         Service shall be disregarded if the number of consecutive one-year
         Breaks in Service equals or exceeds the greater of (i) five or (ii) the
         number of years of eligibility service completed before the Break in
         Service began.

2.03     Prior to becoming a Participant in the Plan, an Employee shall be asked
         to complete a form or forms prescribed by the Plan Administrator on
         which he:
         (a)     names a Beneficiary; and
         (b)     makes an investment election, if such election is permitted by
                 the Adoption Agreement.

2.04     Any person reemployed by the Employer as an Employee who was previously
         a Participant shall immediately become a Participant in the Plan upon
         his reemployment date. Such Employee shall be asked to complete a form
         or forms prescribed by the Plan Administrator in accordance with
         Section 2.02.

         In the event an active Participant becomes ineligible to participate
         because he is no longer a member of the eligible class, but has not
         incurred a one year Break in Service, such Employee shall again become
         an active Participant as of the date on which he again becomes a member
         of the eligible class.

         In the event an Employee who is not a member of the eligible class
         becomes a member of the eligible class, such Employee shall participate
         immediately if such Employee has satisfied the requirements for
         eligibility specified in the Adoption Agreement and would have
         previously become an active Participant had he then been a member of
         the eligible class.

2.05     A Participant who remains in the employ of the Employer or an
         Affiliated Employer but ceases to be an Employee shall continue to be a
         Participant in the Plan but shall not be eligible to receive
         allocations of any type of Employer contributions while his employment
         status is other than that of the eligible class of Employees.
<PAGE>
2.06     A Participant's participation shall terminate on the later of the date
         he terminates employment with the Employer or an Affiliated Employer or
         the date the vested Portion of his Account(s) is distributed to him.
<PAGE>
Article 3. Contributions and Allocations

3.01     Subject to the limitations of this Article 3, the Employer shall
         contribute, within the time prescribed by law for making a deductible
         contribution, an amount as designated in the Adoption Agreement or by
         declaration of the Board of Directors, if any. In no event, however,
         shall such contributions for the Fiscal Year exceed the maximum
         deductible amount. Contributions shall be allocated as of the last day
         of the Plan Year and as of such other date or dates to be determined by
         the Trustee. Any discretionary contributions shall be allocated first,
         in accordance with the elections made in A-4.02 and A-4.03(f), if any;
         and, second, in accordance with the elections made in A-3.01, if any.

         Additional Requirements for Qualification of Trusts and Plans
         Benefiting Owner-Employees - a trust forming part of a pension or
         profit sharing plan which provides contributions or benefits for
         employees some or all of whom are Owner-Employees shall constitute a
         qualified trust under Section 401(d) of the Code only if, in addition
         to meeting the requirements of Section 401(a) of the Code, the
         following requirements of this subsection are met by the trust and by
         the plan of which such trust is a part:
         (a)     If the plan provides contributions for an Owner-Employee who
                 controls, or for two or more Owner-Employees who together
                 control, the trade or business with respect to which the Plan
                 is established, and who also control as an Owner-Employee or as
                 Owner-Employees one or more other trades or businesses, such
                 plan and the plans established with respect to such other
                 trades or businesses, when coalesced, constitute a single plan
                 which meets the requirements of the Code with respect to the
                 employees of all such trades or businesses (including the trade
                 or business with respect to which the plan intended to qualify
                 under this section is established). If an individual is covered
                 as an Owner-Employee under the plan of two or more trades or
                 businesses which are not controlled, and the individual does
                 control a trade or business, then the contributions or benefits
                 of the Employees under the plan of the trade or business which
                 is controlled must be as favorable as those provided to such
                 Owner-Employee under the most favorable plan of the trade or
                 business which is not controlled.
         (b)     For purposes of Paragraph (a), an Owner-Employee, or two or
                 more Owner-Employees, shall be considered to control a trade or
                 business if such Owner-Employee, or such two or more
                 Owner-Employees together -
                 (i)   own the entire interest in an unincorporated trade or
                       business, or
                 (ii)  in the case of a partnership, own more than 50% of either
                       the capital interest or the profits interest in such
                       partnership.
                 For purposes of the preceding sentence, an Owner-Employee, or
                 two or more Owner-Employees, shall be treated as owning any
                 interest in a partnership which is owned, directly or
                 indirectly, by a partnership which such Owner-Employee, or such
                 two or more Owner-Employees, are considered to control within
                 the meaning of the preceding sentence.
         (c)     The following provisions shall apply if the response to
                 A-3.01(e) is yes. In this event, any amount to be allocated is
                 subject to the overall permitted disparity limit and no amounts
<PAGE>
                 in excess of the overall permitted disparity limit shall be
                 allocated as provided in Step Three of A-3.01(d)(2).
                 (i)    Annual overall permitted disparity limit:
                        Notwithstanding the preceding paragraph, for any Plan
                        Year this Plan benefits any Participant who benefits
                        under another qualified plan or simplified employee
                        pension, as defined in Section 408(k) of the Code,
                        maintained by the Employer that provides for permitted
                        disparity (or imputes disparity), the Employer shall
                        contribute for each Participant who either completes
                        more than 500 Hours of Service during the Plan Year or
                        is employed on the last day of the Plan Year, an amount
                        equal to the excess contribution percentage multiplied
                        by the Participant's total Compensation.
                 (ii)   Cumulative permitted disparity limit: Effective for Plan
                        Years beginning on or after January 1, 1995, the
                        cumulative permitted disparity limit for a Participant
                        is equal to a fraction, not to exceed one. The numerator
                        of the fraction is the total cumulative permitted
                        disparity years which is the number of years credited to
                        the Participant for allocation or accrual purposes under
                        this Plan, any other qualified plan or simplified
                        employee pension plan (whether or not terminated) ever
                        maintained by the Employer, and the denominator of the
                        fraction is 35 cumulative permitted disparity years. For
                        purposes of determining the Participant's cumulative
                        permitted disparity limit, all years ending in the same
                        calendar year are treated as the same year. If the
                        Participant has not benefited under a defined benefit or
                        target benefit plan for any year beginning on or after
                        January 1, 1994, the Participant has no cumulative
                        disparity limit.

3.02     If so designated in the Adoption Agreement and without regard to any
         limitations on contributions set forth in the Plan, the Plan may
         receive from a Participant or from an Employee who is not yet eligible
         to become a Participant, in cash, any amount previously received by him
         from a qualified plan, either directly within 60 days after such
         receipt or indirectly from an individual retirement account within the
         time prescribed by applicable law, provided that such amount includes
         no assets other than those attributable to employer contributions and
         earnings on employee contributions under plans qualified under Section
         401(a) of the Code and provided that such amount is eligible for
         rollover treatment to a qualified trust in accordance with Section
         402(e)(6) of the Code and the Employee provides evidence satisfactory
         to the Employer that such amount qualifies for rollover treatment. The
         rollover contributions shall be paid to the Trustees as soon as
         practicable.

3.03     Effective with the date this Prototype is adopted by the Employer, the
         Plan does not permit a Participant to make contributions to the Plan on
         an after-tax basis.

         Employee contributions for Plan Years beginning after December 31,
         1986, together with any matching contributions as defined in Section
         401(m) of the Code, shall be limited so as to meet the
         nondiscrimination test of Section 401(m).
<PAGE>
         A separate Participant account shall be maintained for the after-tax
         Employee contributions of each Participant.

         Employee contributions and investment earnings thereon shall be 100%
         vested and nonforfeitable at all times.

         A Participant may withdraw after-tax contributions plus investment
         earnings by making a written application to the Plan Administrator. A
         withdrawal may be made only once in any 12-month period and if the
         Participant is married, shall be subject to obtaining Spousal Consent
         within 90 days of the distribution. No forfeitures shall occur solely
         as a result of a withdrawal of employee contributions.

3.04     Allocation of earnings shall be handled as follows:
         (a)     The net earnings, gains, losses and expenses as well as
                 appreciation and depreciation in fair market value shall be
                 credited to the general investment fund and shall be allocated
                 to Participant's Accounts at the end of each allocation period
                 on a pro-rata basis based on each Participant's Account balance
                 (exclusive of amounts invested in a designated investment fund)
                 as provided in Section A-3.04 of the Adoption Agreement.
         (b)     Any designated investment fund shall not share in the general
                 investment fund earnings, but shall be charged or credited, as
                 appropriate, with net earnings, gains, losses and expenses as
                 well as appreciations or depreciations in fair market value
                 during each allocation period attributable to such account.

3.05     At least once a year, each Participant shall be furnished with a
         statement setting forth the value of his Accounts and the Vested
         Portion of his Accounts.

3.06     Forfeitures shall be used to reduce the Employer's contributions under
         Section 3.01.

3.07     If the Commissioner of Internal Revenue, on timely application made
         after the initial establishment of the Plan, determines that the Plan
         is not qualified under Section 401(a) of the Code, or refuses, in
         writing, to issue a determination as to whether the Plan is so
         qualified, the Employer's contributions made on or after the date on
         which that determination or refusal is applicable shall be returned to
         the Employer. The return shall be made within one year after the denial
         of qualification. The provisions of this paragraph (a) shall apply only
         if 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.

3.08     All contributions to be made under the Plan are specifically and
         expressly conditioned upon their deductibility for Federal tax
         purposes. If all, or part of, the Employer's deductions under Section
         404 of the Code for contributions to the Plan are disallowed by the
         Internal Revenue Service, the portion of the contributions to which
         that disallowance applies shall be returned to the Employer

<PAGE>
         without interest but reduced by any investment loss attributable to
         those contributions. The return shall be made within one year after the
         disallowance of deduction.

3.09     The Employer may recover without interest the amount of its
         contributions to the Plan made on account of a mistake of fact, reduced
         by any investment loss attributable to those contributions, if recovery
         is made within one year after the date of those contributions.

3.10     Contributions to the Plan shall be invested in one or more investment
         funds, as authorized by the Employer from time to time.
         (a)     The Trustees shall receive, hold, invest, and reinvest all
                 contributions and monies of this trust in either a general
                 investment fund or a designated investment fund or a
                 combination thereof. Investments shall be limited to property
                 of a character which is consistent with Section 503 of the Code
                 for investments under qualified plans which are not in
                 violation of the limitations on Employer securities or real
                 property under ERISA. The Trustees shall exercise the judgment
                 and care under the circumstances then prevailing, which
                 individuals of prudence, discretion, and intelligence familiar
                 with such matters would exercise in a like situation, and shall
                 diversify such investments to minimize the risk of large
                 losses.
         (b)     The Trustees are authorized and empowered to invest and
                 reinvest the principal and income in real or personal property
                 including, but not limited to, any common or preferred stocks,
                 bonds, notes, mortgages, trust certificates, mutual funds,
                 insurance contracts, and pooled accounts of a bank or trust
                 company maintained exclusively for qualified plans. In making
                 such investments or reinvestments, the Trustees have wide
                 latitude in the selection of investments and shall not be
                 restricted to securities or other property of a character
                 authorized or required by applicable state law for trust
                 investments.
         (c)     The Trustees may keep such amounts of cash as they, in their
                 sole discretion, shall deem necessary or advisable as part of
                 the funds.
         (d)     Dividends, interest, and other distributions received on the
                 assets held by the Trustees in respect to each of the funds
                 shall be reinvested in the respective fund.

3.11     If permitted by the Plan in A-3.11 of the Adoption Agreement, each
         Participant shall be permitted to make an investment election for his
         Accounts in accordance with one of the following options:
         (a)     100% in one of the available investment funds;
         (b)     in more than one investment fund allocated in full percentages.
                 If, pursuant to the election made in A-3.11 of the Adoption
                 Agreement, Participants are not permitted to direct the
                 investment of Plan Accounts, the Trustees shall invest the
                 assets of the Plan as provided in Section 3.10.

3.12     If individual investment elections are permitted by the Plan in A-3.11
         of the Adoption Agreement, each Participant is solely responsible for
         the selection of his investment option. The Trustees, the Plan
         Administrator, the Employer, and the officers, supervisors and other

<PAGE>
         employees of the Employer are not empowered to advise a Participant as
         to the manner in which his Accounts shall be invested. The fact that an
         investment fund is available to Participants for investment under the
         Plan shall not be construed as a recommendation for investment in that
         investment fund.

3.13     If individual investment elections are permitted by the Plan in A-3.11
         of the Adoption Agreement, a Participant may change his investment
         election by giving advance written notice to the Plan Administrator.
         The changed investment election shall become effective as of the first
         day of the month following the Valuation Date occurring concurrent with
         or immediately after the expiration of the notice period, and shall be
         effective only with respect to subsequent contributions.

3.14     If individual investment elections are permitted by the Plan in A-3.11
         of the Adoption Agreement, a Participant may elect to reallocate his
         Accounts among the investment funds by giving advance written notice to
         the Plan Administrator. The reallocation shall be effective as of the
         first day of the month following the Valuation Date occurring
         concurrent with or immediately after the expiration of the notice
         period.

3.15     Notwithstanding anything in this Article to the contrary, any
         contributions invested in a guaranteed investment contract or other
         contract that imposes a penalty for a withdrawal prior to maturity
         shall be subject to any and all terms of such contract, including any
         limitations placed on the exercise of any rights otherwise granted to a
         Participant under any other provisions of this Plan with respect to
         such contributions.

3.16     If elected in the Adoption Agreement, the Trustees may make loans to
         Participants subject to the following conditions:
         (a)     Loans shall be made available to all Participants and
                 Beneficiaries on a reasonably equivalent basis.
         (b)     Loans shall not be made available to Highly Compensated
                 Employees (as defined in Section 414(q) of the Code) in the
                 amount greater than the amount made available to other
                 Employees.
         (c)     Loans shall not be granted for amounts less than $1,000.
         (d)     For each Plan Year, any administrative expense directly related
                 to the loan may be paid by the Participant, or paid by the
                 Employer in a consistent and nondiscriminatory manner to be
                 established for all loans made during that Plan Year.
         (e)     Loans must be adequately secured and bear a reasonable interest
                 rate.
         (f)     No loans shall be made to any shareholder-employee or owner-
                 employee. For purposes of this requirement, a
                 shareholder-employee means an employee or officer of an
                 electing small business (Subchapter S) corporation who owns [or
                 is considered as owning within the meaning of Section 318(a)(1)
                 of the Code], on any day during the taxable year of such
                 corporation, more than 5% of the outstanding stock of the
                 corporation.
<PAGE>
         (g)     No loan to any Participant or Beneficiary can be made to the
                 extent that such loan when added to the outstanding balance of
                 all other loans to the Participant or Beneficiary would exceed
                 the lesser of:
                 (i)    $50,000, reduced by the excess (if any) of the highest
                        outstanding balance of loans during the one year period
                        ending on the day before the loan is made, over the
                        outstanding balance of loans from the Plan on the date
                        the loan is made; or
                 (ii)   50% of the Vested Portion of the Participant's Accounts.
                 For the purpose of the above limitation, all loans from all
                 plans of the Employer or an Affiliated Employer are aggregated.
                 Furthermore, any loan shall by its terms require that repayment
                 (principal and interest) be amortized in level payments, not
                 less frequently than quarterly, over a period not extending
                 beyond five years from the date of the loan, unless such loan
                 is used to acquire a dwelling unit which within a reasonable
                 time (determined at the time the loan is made) shall be used as
                 the principal residence of the Participant. An assignment or
                 pledge of any portion of the Participant's interest in the Plan
                 and a loan, pledge, or assignment with respect to any insurance
                 contract purchased under the Plan, shall be treated as a loan
                 under this paragraph.
         (h)     In the event of default, foreclosure on the note and attachment
                 of security shall not occur until a distributable event occurs
                 in the Plan.
         (i)     A Participant must obtain the consent of his spouse, if any, to
                 use the Account balance as security for the loan. Spousal
                 Consent shall be obtained no earlier than the beginning of the
                 90-day period that ends on the date on which the loan is to be
                 so secured. The consent must be in writing, must acknowledge
                 the effect of the loan, and must be witnessed by a Plan
                 representative or notary public. Such consent shall thereafter
                 be binding with respect to the consenting spouse or any
                 subsequent spouse with respect to that loan. A new Spousal
                 Consent shall be required if the Account balance is used for
                 renegotiation, extension, renewal, or other revision of the
                 loan.

         If a valid Spousal Consent has been obtained in accordance with (i),
         then, notwithstanding any other provision of this Plan, the Vested
         Portion of the Participant's Accounts used as a security interest held
         by the Plan by reason of a loan outstanding to the Participant shall be
         taken into account for purposes of determining the amount of the
         Account balance payable at the time of death or distribution, but only
         if the reduction is used as repayment of the loan.

         Any additional rules or restrictions as may be necessary to implement
         and administer the loan program shall be in writing and communicated to
         employees. Such further documentation is hereby incorporated into the
         Plan by reference, and the Plan Administrator is hereby authorized to
         make such revisions to these rules as are deemed necessary or
         appropriate, on the advice of counsel.

         To the extent required by law and under such rules as the Plan
         Administrator adopts, loans shall also be made available on a
         reasonably equivalent basis to any Beneficiary or former Employee (i)
         who maintains an account balance under the Plan and (ii) who is still a
         party-in-interest (within the meaning of Section 3(14) or ERISA).

<PAGE>
================================================================================
SECTIONS 3.17 THROUGH 3.20 APPLY TO EMPLOYERS WHO DO NOT MAINTAIN ANY QUALIFIED
PLAN IN ADDITION TO THIS PLAN.

================================================================================

3.17     If the Participant does not participate, and has never participated, in
         another qualified Plan, or a welfare benefit fund, as defined in
         Section 419(e) of the Code, or an individual medical account, as
         defined in Section 415(1)(2) of the Code, which provides an Annual
         Addition as defined in Section 3.29(a), all of which are maintained by
         the Employer, the amount of Annual Additions which may be credited to
         the Participant's Account for any Limitation Year shall not exceed the
         lesser of the Maximum Permissible Amount or any other limitation
         contained in this Plan. If the Employer contribution that would
         otherwise be contributed or allocated to the Participant's Account
         would cause the Annual Additions for the Limitation Year to exceed the
         Maximum Permissible Amount, the amount contributed or allocated shall
         be reduced so that the Annual Additions for the Limitation Year shall
         equal the Maximum Permissible Amount.

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

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

3.20     If there is an excess Annual Addition due to the application of Section
         3.18 or the allocation of a forfeiture, the excess shall be disposed of
         as follows:

         (a)     Any Elective Deferral Contributions and any nondeductible
                 voluntary employee contributions, to the extent they would
                 reduce excess Annual Addition, shall be returned to the
                 Participant.
         (b)     If after the application of paragraph (a), an excess Annual
                 Addition still exists, and the Participant is covered by the
                 Plan at the end of the Limitation Year, the excess Annual
                 Addition in the Participant's Account shall be used to reduce
                 Employer contributions for such Participant in the next
                 Limitation Year, and each succeeding Limitation Year if
                 necessary.
         (c)     If after the application of paragraph (a), an excess Annual
                 Addition still exists, and the Participant is not covered by
                 the Plan at the end of a Limitation Year, the excess Annual
                 Addition shall be held unallocated in a suspense account. The
                 suspense account shall be applied to reduce future Employer
                 contributions for all remaining Participants in the next
                 Limitation Year, and each succeeding Limitation Year if
                 necessary.
         (d)     If a suspense account is in existence at any time during a
                 Limitation Year pursuant to this Section, it shall not
                 participate in the allocation of the trust's investment gains
                 and losses. If a suspense account is in existence at any time
                 during a particular Limitation Year, all
<PAGE>
                 amounts in the suspense account must be allocated and
                 reallocated to Participant's Accounts before any Employer
                 contributions or any Employee contributions may be made to the
                 Plan for that Limitation Year. Excess Annual Additions may not
                 be distributed to Participants or former Participants.

================================================================================
SECTIONS 3.21 THROUGH 3.26 APPLY TO EMPLOYERS WHO, IN ADDITION TO THIS PLAN,
MAINTAIN ONE OR MORE PLANS, ALL OF WHICH ARE EITHER QUALIFIED MASTER OR
PROTOTYPE DEFINED CONTRIBUTION PLANS OR A WELFARE BENEFIT FUND AS DEFINED IN
SECTION 419(e) OF THE CODE.

================================================================================

3.21     If, in addition to this Plan, the Participant is covered under another
         qualified master or prototype defined contribution plan, a welfare
         benefit fund, as defined in Section 419(e) of the Code, or an
         individual medical account, as defined in Section 415(1)(2) of the
         Code, all of which are maintained by the Employer and which provides an
         Annual Addition as defined in Section 3.29(a) during any Limitation
         Year, the Annual Additions which may be credited to a Participant's
         Account under this Plan for any such Limitation Year shall not exceed
         the Maximum Permissible Amount reduced by the Annual Additions credited
         to a Participant's Account under the other plans and welfare benefit
         funds for the same Limitation Year. If the Annual Additions with
         respect to the Participant under other defined contribution plans and
         welfare benefit funds maintained by the Employer are less than the
         Maximum Permissible Amount and the Employer contribution that would
         otherwise be contributed or allocated to the Participant's Account
         under this Plan would cause the Annual Additions for the Limitation
         Year to exceed this limitation, the amount contributed or allocated
         shall be reduced so that the Annual Additions under all such plans and
         funds for the Limitation Year shall equal the Maximum Permissible
         Amount. If the Annual Additions with respect to the Participant under
         such other defined contribution plans and welfare benefit funds in the
         aggregate are equal to or greater than the Maximum Permissible Amount,
         no amount shall be contributed or allocated to the Participant's
         Account under this Plan for the Limitation Year.

3.22     Prior to determining the Participant's actual Compensation for the
         Limitation Year, the Employer may determine the Maximum Permissible
         Amount for a Participant in the manner described in Section 3.18.

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

3.24     If, pursuant to Section 3.23, a Participant's Annual Additions under
         this Plan and such other plans would result in an excess Annual
         Addition for a Limitation Year, the excess Annual Addition shall be
         deemed to consist of the Annual Additions last allocated, except that
         Annual Additions attributable to a welfare benefit fund or individual
         medical account shall be deemed to have been allocated first regardless
         of the actual allocation date.
<PAGE>
3.25     If an excess Annual Addition was allocated to a Participant on the
         Valuation Date of this Plan which coincides with a Valuation Date of
         another plan, the excess Annual Addition attributed to this Plan shall
         be the product of,
          (a)    the total excess Annual Addition allocated as of such date,
                 times
          (b)    the ratio of:
                 (i)    the Annual Additions allocated to the Participant for
                        the Limitation Year as of such date under this Plan, to
                 (ii)   the total Annual Additions allocated to the Participant
                        for the Limitation Year as of such date under this and
                        all other qualified Master or Prototype defined
                        contribution plans.

3.26     Any excess Annual Addition attributed to this Plan due to the
         application of Section 3.18 or the allocation of a forfeiture shall be
         disposed in the manner described in Section 3.20.

3.27     If the Participant is covered under another qualified defined
         contribution plan maintained by the Employer which is not a Master or
         Prototype Plan, Annual Additions which may be credited to the
         Participant's Account under this Plan for any Limitation Year shall be
         limited in accordance with Sections 3.21 through 3.26 as though the
         other plan were a Master or Prototype Plan unless the Employer provides
         other limitations in Section A-3.27 of the Adoption Agreement.

3.28     If the Employer maintains, or at any time maintained, a qualified
         defined benefit plan covering any Participant in this Plan, the sum of
         the Participant's Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction shall not exceed 1.0 in any Limitation Year.
         The Annual Additions which may be credited to the Participant's Account
         under this Plan for any Limitation Year shall be limited in accordance
         with Section A-3.28 of the Adoption Agreement.

3.29     For purposes of this Article, the following terms shall be defined as
         follows:
         (a)     Annual Additions - The sum of the following amounts allocated
                 on behalf of a Participant for a Limitation Year:
                 (i)    all Employer and Employee contributions, excluding any
                        Rollover Contributions; provided, however, that with
                        respect to Limitation Years beginning before 1987, only
                        the lesser of a Participant's contributions in excess of
                        6% of his compensation or one-half of his total
                        contributions to any plan or plans shall be considered;
                 (ii)   all forfeitures,
                 (iii)  contributions made after March 31, 1984 to a
                        Participant's individual medical account, as defined in
                        Section 415(l)(2) of the Code, which is part of a
                        pension or annuity plan maintained by the Employer, and
                 (iv)   amounts derived from contributions paid or accrued after
                        December 31, 1985, in taxable years ending after such
                        date, which are attributable to post-retirement medical
                        benefits allocated to the separate account of a key
                        employee, as defined in Section 419A(d)(3) of the Code
                        or under a welfare benefit fund, as defined in Section
                        419(e) of the Code, maintained by the Employer.
<PAGE>
         (b)     Limitation Year - each Plan Year.
         (c)     Compensation - solely for purposes of Sections 3.17 through
                 3.29, the term "Compensation" means a Participant's earned
                 income, wages, salaries, fees for professional service and
                 other amount received for personal services actually rendered
                 in the course of employment with an Employer maintaining the
                 Plan (including, but not limited to, commissions paid salesmen,
                 compensation for services on the basis of a percentage of
                 profits, commissions on insurance premiums, tips, and bonuses)
                 and excluding the following:
                 (i)    Employer contributions to a plan of deferred
                        compensation to the extent contributions are not
                        included in gross income of the Employee for the taxable
                        year in which contributed, or on behalf of an Employee
                        to a Simplified Employee Pension Plan to the extent such
                        contributions are deductible, and any distributions from
                        a plan of deferred compensation whether or not
                        includable in the gross income of the Employee when
                        distributed;
                 (ii)   amounts realized from the exercise of a non-qualified
                        stock option, or when restricted stock (or property)
                        held by an Employee becomes freely transferable or is no
                        longer subject to a substantial risk of forfeiture;
                 (iii)  amounts realized from the sale, exchange or other
                        disposition of stock acquired under a qualified stock
                        option; and
                 (iv)   other amounts which receive special tax benefits, or
                        contributions made by an Employer (whether or not under
                        a salary reduction agreement) towards the purchase a
                        403(b) annuity contract (whether or not the
                        contributions are excludable from the gross income of
                        the Employee).
                 For any Limitation Year, Compensation is the amount actually
                 paid or includible in the Participant's gross income during
                 such year.
         (d)     Defined Benefit Plan - Any pension plan which is not a defined
                 contribution plan. However, in the case of a defined benefit
                 plan which provides a benefit which is based partly on the
                 balance of the separate account of a Participant, that plan
                 shall be treated as a defined contribution plan to the extent
                 benefits are based on the separate account of a Participant and
                 as a defined benefit plan with respect to the remaining portion
                 of the benefits under the plan.
         (e)     Defined Benefit Plan Fraction - A fraction:
                 (i)    the numerator of which is the projected annual benefit
                        of the Participant under all defined benefit plans
                        (whether or not terminated) maintained by the Employer
                        (determined as of the close of the Plan Year), and
                 (ii)   the denominator of which is the lesser of:
                        (A)    the product of 1.25 multiplied by $90,000 or such
                               other amount as provided in accordance with the
                               provisions of Section 415(d)(1)(A) of the Code;
                               or
                        (B)    the product of
                               (I)     1.4, multiplied by
                               (II)    the amount of Compensation as averaged
                                       over the three-year period giving the
                                       highest average to the Participant which
                                       may be taken into account with respect to
                                       the Participant under the Plan for such
                                       year.

<PAGE>
         (f)     Defined Contribution Plan - A pension plan which provides for
                 an individual account for each Participant and for benefits
                 based solely upon the amounts contributed to the Participant's
                 account, and any income, expenses, gains and losses, and any
                 forfeitures of accounts of other Participants which may be
                 allocated to that Participant's accounts.
         (g)     Defined Contribution Plan Fraction - A fraction:
                 (i)    the numerator of which is the sum of Annual Additions to
                        the Participant's account under all defined contribution
                        plans (whether or not terminated) maintained by the
                        Employer for the current and all prior Limitation Years,
                        (including the Annual Additions attributable to the
                        Participant's nondeductible employee contributions to
                        all defined benefit plans, whether or not terminated,
                        maintained by the Employer, and the Annual Additions
                        attributable to all welfare benefit funds, as defined in
                        Section 419(e) of the Code, and individual medical
                        accounts, as defined in Section 415(l)(2) of the Code
                        maintained by the Employer), and
                 (ii)   the denominator of which is the sum of the lesser of the
                        following amounts determined for such year and each
                        prior year of service with the Employer:
                        (A)    the product of 1.25, multiplied by $30,000 (or
                               such larger amount as in effect
                               under Section 415(c)(1)(A) of the Code); or
                        (B)    the product of
                               (I)  1.4, multiplied by
                               (II) 25% of the Participant's Compensation for
                                    such year.

                 If the Employee was a Participant as of the end of the first
                 day of the first Limitation Year beginning after December 31,
                 1986, in one or more defined contribution plans maintained by
                 the Employer which were in existence on May 6, 1986, the
                 numerator of this fraction shall be adjusted if the sum of this
                 fraction and the defined benefit fraction would otherwise
                 exceed 1.0 under the terms of this Plan. Under the adjustment,
                 an amount equal to the product of (1) the excess of the sum of
                 the fractions over 1.0 times (2) the denominator of this
                 fraction, shall be permanently subtracted from the numerator of
                 this fraction. The adjustment is calculated using the fractions
                 as they would be computed as of the end of the last Limitation
                 Year beginning before January 1, 1987, and disregarding any
                 changes in the terms and conditions of the Plan made after May
                 5, 1986, but using the section 415 limitation applicable to the
                 first Limitation Year beginning on or after January 1, 1987.
                 The Annual Addition for any Limitation Year beginning before
                 January 1, 1987, shall not be recomputed to treat all employee
                 contributions as Annual Additions.
         (h)     Master or Prototype Plan - A plan, the form of which is the
                 subject of a favorable opinion letter from the Internal Revenue
                 Service.
         (i)     Maximum Permissible Amount - The annual addition to a
                 Participant's Accounts for any Plan Year when added to the
                 Participant's Annual Addition for that Plan Year under any
                 other qualified defined contribution plan of the Employer or an
                 Affiliated Employer, shall not exceed an amount which is equal
                 to the lesser of (i) 25% of his aggregate Compensation, as
                 defined in Section 3.29(c), for that Plan Year or (ii) $30,000,
                 or such larger amount as in effect under Section 415(c)(1)(A)
                 of the Code.


<PAGE>
Article 4.  Cash or Deferred Arrangement (CODA)

4.01     If the Plan contains a cash or deferred arrangement, the provisions of
         this Article shall apply:
         (a)      A Participant may elect to reduce his Compensation payable
                  while a Participant in accordance with the provisions of the
                  Adoption Agreement and have that amount contributed to the
                  Plan by the Employer as Elective Deferral Contributions. In no
                  event shall the availability to make Elective Deferral
                  Contributions discriminate in favor of Highly Compensated
                  Employees. For purposes of this paragraph (a), Elective
                  Deferral Contributions for any Plan Year may only be elected
                  prospectively with respect to Compensation that would have
                  been received by the Participant in the Plan Year but for his
                  election to defer under this Section 4.01 or which is
                  attributable to services performed by the Employee in the Plan
                  Year and would have been received by the Participant within 2
                  1/2 months after the close of the Plan Year if the Participant
                  had not elected to defer that amount under this Section 4.01.
                  The Elective Deferral Contributions shall be promptly paid to
                  the Trustees as soon as administratively possible following
                  the end of the month in which such amount would otherwise have
                  been paid to the Participant. Elective Deferral Contributions
                  shall be further limited as provided in Section 4.03 and
                  paragraph (b) below.
         (b)      In no event shall the Participant's reduction in Compensation
                  and the corresponding Elective Deferral Contributions made on
                  his behalf by the Employer or an Affiliated Employer in any
                  calendar year exceed the greater of $7,000 or the dollar limit
                  in effect under Section 402(g) of the Code as of the first day
                  of that calendar year. If a Participant's Elective Deferral
                  Contributions in a calendar year reach this dollar limitation,
                  his election of Elective Deferral Contributions for the
                  remainder of the calendar year shall be canceled. As of the
                  first pay period of the following calendar year, the
                  Participant's election of Elective Deferral Contributions
                  shall again become effective in accordance with his previous
                  election.
         (c)      If a Participant makes tax-deferred contributions under
                  another qualified defined contribution plan for any calendar
                  year and those contributions when added to his Elective
                  Deferral Contributions under this Plan exceed the dollar
                  limitation under paragraph (b) above for that calendar year,
                  the Participant may assign all or a portion of such excess
                  deferrals to this Plan. In that event, the excess deferrals,
                  together with any investment earnings thereon, as assigned,
                  shall be returned to the Participant no later than the April
                  15 following the end of the calendar year in which the excess
                  deferrals were made. However, the Plan shall not be required
                  to return excess deferrals unless the Participant notifies the
                  Plan Administrator, in writing, by March 1 of that following
                  calendar year of the amount of the excess deferrals assigned
                  to this Plan. In addition, the amount of any excess deferrals
                  to be returned for any calendar year shall be reduced by any
                  excess contributions previously returned to the Participant
                  under Section 4.03(a)(ii) for that calendar year. In the event
                  any Elective Deferral Contributions returned under this
                  paragraph (c) were matched by Employer contributions under
                  Section 4.02, the corresponding Matching Contributions,
                  together with any investment earnings thereon, determined in
                  accordance with A-3.04 of the Adoption Agreement, to the
                  extent vested shall be paid to the Participant and to the
                  extent forfeitable under the Plan shall be forfeited and used
                  to reduce Employer contributions.
<PAGE>
4.02     If elected in the Adoption Agreement, the Employer shall contribute a
         Matching Contribution on behalf of each of its Participants who makes
         the election described in Section 4.01. The Matching Contributions
         shall be paid to the Trustees as soon as practicable.

4.03     The following are limitations affecting Highly Compensated Employees:
         (a)      Limitation Based on Actual Deferral Percentage - The Actual
                  Deferral Percentage for Highly Compensated Employees who are
                  Participants or eligible to become Participants shall not
                  exceed the Actual Deferral Percentage for all other Employees
                  who are Participants or eligible to become Participants
                  multiplied by 1.25. If the Actual Deferral Percentage does not
                  meet the foregoing test, the Actual Deferral Percentage for
                  Highly Compensated Employees may not exceed the lesser of the
                  Actual Deferral Percentage for all other Employees who are
                  Participants or eligible to become Participants plus two
                  percentage points or such Actual Deferral Percentage
                  multiplied by 2.0 (or effective for Plan Years commencing
                  after 1988 such lesser amount as the Plan Administrator shall
                  determine to satisfy the provisions of paragraph (c) below).
                  The Plan Administrator may implement rules limiting the
                  Elective Deferral Contributions which may be made on behalf of
                  some or all Highly Compensated Employees so that this
                  limitation is satisfied.
                 (i)    Special Rules:
                        (1)    The Actual Deferral Percentage for any
                               Participant who is a Highly Compensated Employee
                               for the Plan Year, and who is eligible to have
                               Elective Deferral Contributions (and qualified
                               non-elective contributions, if treated as
                               Elective Deferral Contributions for purposes of
                               the Actual Deferral Percentage test) allocated to
                               his accounts under two or more arrangements
                               described in Section 401(k) of the Code, that are
                               maintained by the Employer, shall be determined
                               as if such Elective Deferral Contributions (and,
                               if applicable, such qualified non-elective
                               contributions) were made under a single
                               arrangement. If a Highly Compensated Employee
                               participates in two or more cash or deferred
                               arrangements that have different Plan Years, all
                               cash or deferred arrangements ending with or
                               within the same calendar year shall be treated as
                               a single arrangement. Notwithstanding the
                               foregoing, certain plans shall be treated as
                               separate if mandatorily disaggregated under
                               regulations under Section 401(k) of the Code.
                        (2)    In the event that this Plan satisfies the
                               requirements of Sections 401(k), 401(a)(4), or
                               410(b) of the Code only if aggregated with one or
                               more other plans, or if one or more other plans
                               satisfy the requirements of such sections of the
                               Code only if aggregated with this Plan, then this
                               section shall be applied by determining the
                               Actual Deferral Percentage of Employees as if all
                               such plans were a single plan. Plans may be
                               aggregated in order to satisfy Section 401(k) of
                               the Code only if they have the same Plan Year.
                        (3)    For purposes of determining the Actual Deferral
                               Percentage of a Participant who is a 5% owner or
                               one of the 10 most highly-paid Highly Compensated
<PAGE>
                               Employees, the Elective Deferral Contributions
                               (and qualified non-elective contributions, if
                               treated as Elective Deferral Contributions for
                               purposes of the Actual Deferral Percentage test)
                               and Compensation of such Participant shall
                               include the Elective Deferral Contributions,
                               (and, if applicable, qualified non-elective
                               contributions) and Compensation for the Plan Year
                               of family members (as defined in Section
                               414(q)(6) of the Code). Family members with
                               respect to such Highly Compensated Employees,
                               shall be disregarded as separate employees in
                               determining the Actual Deferral Percentage both
                               for Participants who are non-Highly Compensated
                               Employees and for Participants who are Highly
                               Compensated Employees.
                        (4)    For purposes of determining the Actual Deferral
                               Percentage test, Elective Deferral Contributions
                               and qualified non-elective contributions must be
                               made before the last day of the 12-month period
                               immediately following the Plan Year to which
                               contributions relate.
                        (5)    The employer shall maintain records sufficient to
                               demonstrate satisfaction of the Actual Deferral
                               Percentage test and the amount of qualified
                               non-elective contributions used in such test.
                        (6)    The determination and treatment of the Actual
                               Deferral Percentage amounts of any Participant
                               shall satisfy such other requirements as may be
                               prescribed by the Secretary of the Treasury.
                  If the Plan Administrator determines that the limitation under
                  this paragraph (a) has been exceeded in any Plan Year, the
                  following provisions shall apply:
                  (i)   The Elective Deferral Contributions which were made on
                        behalf of some or all Highly Compensated Employees shall
                        be reduced until the provisions of this paragraph are
                        satisfied, by leveling the highest percentage rates
                        elected by the Highly Compensated Employees. Such
                        percentage rates shall be rounded to the nearest
                        one-hundredth of 1% of the Participant's Compensation.
                  (ii)  Elective Deferral Contributions subject to reduction
                        under this paragraph ("excess contributions"), together
                        with any investment earnings thereon, shall be paid to
                        the Participant before the close of the Plan Year
                        following the Plan Year in which the excess
                        contributions were made, and to the extent practicable
                        within 2 1/2 months of the close of the Plan Year in
                        which the excess contributions were made. However, any
                        Elective Deferral Contributions to be returned under
                        this paragraph (a) for any Plan Year shall be reduced by
                        any excess deferrals previously returned to the
                        Participant under Section 4.01(c) for that Plan Year. If
                        such excess amounts are distributed more than 2 1/2
                        months after the last day of the Plan Year in which such
                        excess amounts arose, a 10% excise tax shall be imposed
                        on the Employer with respect to such amounts. Excess
                        Contributions of Participants who are subject to the
                        family member aggregation rules described in Section
                        4.03(d) shall be allocated among the family members in
                        proportion to the Elective Deferral Contributions (and
                        amounts treated as Elective Deferral Contributions) of
                        each family member that is combined to determine the
                        combined Actual Deferral Percentage. In the event any
                        Elective Deferral Contributions returned under this
<PAGE>
                        paragraph (a) were matched by Employer contributions,
                        such corresponding Employer Matching Contributions,
                        together with any investment earnings thereon,
                        determined in accordance with A-3.04 of the Adoption
                        Agreement, to the extent vested shall be paid to the
                        Participant and to the extent forfeitable under the Plan
                        shall be forfeited and used to reduce Employer
                        contributions.
         (b)      Limitation Based on Actual Contribution Percentage - The
                  Actual Contribution Percentage for Highly Compensated
                  Employees who are Participants or eligible to become
                  Participants shall not exceed the Actual Contribution
                  Percentage for all other Employees who are Participants or
                  eligible to become Participants multiplied by 1.25. If the
                  Actual Contribution Percentage does not meet the foregoing
                  test, the Actual Contribution Percentage for Highly
                  Compensated Employees may not exceed the lesser of the Actual
                  Contribution Percentage of all other Employees who are
                  Participants or eligible to become Participants plus two
                  percentage points or such Actual Contribution Percentage
                  multiplied by 2.0 (or effective for Plan years beginning after
                  1988, such lesser amount as the Plan Administrator shall
                  determine to satisfy the provisions of paragraph (c) below).
                  (i)   Special rules:
                        (1)    Multiple Use: As described in Section 4.03(c), if
                               one or more Highly Compensated Employees
                               participate in both a CODA and a plan subject to
                               the Actual Contribution Percentage test
                               maintained by the Employer and the sum of the
                               Actual Deferral Percentage of those Highly
                               Compensated Employees subject to either or both
                               tests exceeds the aggregate limit described in
                               Section 4.03(c), then the Actual Contribution
                               Percentage of those Highly Compensated Employees
                               who also participate in a CODA shall be reduced
                               (beginning with such Highly Compensated Employee
                               whose Actual Contribution Percentage is the
                               highest) so that the limit is not exceeded. The
                               amount by which each Highly Compensated
                               Employee's Actual Contribution Percentage amounts
                               is reduced shall be treated as an excess
                               aggregate contribution. The Actual Deferral
                               Percentage and Actual Contribution Percentage of
                               the Highly Compensated Employee are determined
                               after any corrections required to meet the Actual
                               Deferral Percentage and Actual Contribution
                               Percentage tests. Multiple use does not occur if
                               either the Actual Deferral Percentage or Actual
                               Contribution Percentage of the Highly Compensated
                               Employees does not exceed 1.25 multiplied by the
                               Actual Deferral Percentage and Actual
                               Contribution Percentage of the non-Highly
                               Compensated Employees.
                        (2)    For purposes of this section, the Actual
                               Contribution Percentage for any Participant who
                               is a Highly Compensated Employee and who is
                               eligible to have Actual Contribution Percentage
                               amounts allocated to his account under two or
                               more plans described in Section 401(a) of the
                               Code, or arrangements described in Section 401(k)
                               of the Code that are maintained by the Employer,
                               shall be determined as if the total of such
                               Actual Contribution Percentage amounts was made
                               under each plan. If a Highly Compensated
<PAGE>
                               Employee participates in two or more cash or
                               deferred arrangements that have different plan
                               years, all cash or deferred arrangements ending
                               with or within the same calendar year shall be
                               treated as a single arrangement. Notwithstanding
                               the foregoing, certain plans shall be treated as
                               separate if mandatorily disaggregated under
                               regulations under Section 401(m) of the Code.
                        (3)    In the event that this Plan satisfies the
                               requirements of Sections 401(m), 401(a)(4) or
                               410(b) of the Code only if aggregated with one or
                               more other plans, or if one or more other plans
                               satisfy the requirements of such sections of the
                               Code only if aggregated with this Plan, then this
                               section shall be applied by determining the
                               Actual Contribution Percentage of Employees as if
                               all such plans were a single plan. Plans may be
                               aggregated in order to satisfy Section 401(m) of
                               the Code only if they have the same Plan Year.
                        (4)    For purposes of determining the Actual
                               Contribution Percentage of a Participant who is a
                               5% owner or one of the 10 most highly-paid Highly
                               Compensated Employees, the Actual Contribution
                               Percentage amounts and Compensation of such
                               Participant shall include the Actual Contribution
                               Percentage amounts and Compensation for the Plan
                               year of family members (as defined in Section
                               414(q)(6) of the Code). Family members, with
                               respect to Highly Compensated Employees, shall be
                               disregarded as separate employees in determining
                               the Actual Contribution Percentage both for
                               Participants who are not Highly Compensated
                               Employees and for Participants who are Highly
                               Compensated Employees.
                        (5)    For purposes of determining the Actual
                               Contribution Percentage test, Matching
                               Contributions and qualified non-elective
                               contributions shall be considered made for a Plan
                               Year if made no later than the end of the
                               12-month period beginning on the day after the
                               close of the Plan Year.
                        (6)    The Employer shall maintain records sufficient to
                               demonstrate satisfaction of the Actual
                               Contribution Percentage test and the amount of
                               qualified non-elective contributions used in such
                               test.
                        (7)    The determination and treatment of the Actual
                               Contribution Percentage of any Participant shall
                               satisfy such other requirements as may be
                               prescribed by the Secretary of the Treasury.
                 If the Plan Administrator determines that the limitation under
                 this paragraph (b) has been exceeded in any Plan Year, the
                 following provisions shall apply:
                  (i)      The Matching Contributions which were made on behalf
                           of some or all Highly Compensated Employees in the
                           Plan Year shall be reduced, to the extent necessary
                           to insure that the provisions of this Section are
                           satisfied, by leveling the highest percentage rates
                           elected by the Highly Compensated Employees. Such
                           percentage rates shall be rounded to the nearest
                           one-hundredth of 1% of a Participant's Compensation.
                  (ii)     Any Matching Contributions subject to reduction under
                           this paragraph ("excess aggregate contributions"),
                           together with any investment earnings thereon, shall
                           be
<PAGE>
                  reduced, with the vested Matching Contributions, together with
                  investment earnings thereon, determined in accordance with
                  A-3.04 of the Adoption Agreement, being paid to the
                  Participant and the Matching Contributions which are
                  forfeitable under the Plan being forfeited and applied to
                  reduce Employer contributions.
         (iii)    Any repayment or forfeiture of excess aggregate contributions
                  shall be made before the close of the Plan Year following the
                  Plan Year for which the excess aggregate contributions were
                  made, and to the extent practicable any repayment shall be
                  made within 2 1/2 months of the close of the Plan Year in
                  which the excess aggregate contributions were made. If such
                  excess aggregate amounts are distributed more than 2 1/2
                  months after the last day of the Plan Year in which such
                  excess aggregate amounts arose, a 10% excise tax shall be
                  imposed on the Employer with respect to such amounts. Excess
                  Aggregate Contributions of Participants who are subject to the
                  family member aggregation rules shall be allocated among the
                  family members in proportion to the Matching Contributions (or
                  amounts treated as Matching Contributions) of each family
                  member that is combined to determine the combined Actual
                  Contribution Percentage.
(c)      Notwithstanding the provisions of paragraphs (a) and (b) above, in no
         event shall the sum of the Actual Deferral Percentage of the group of
         eligible Highly Compensated Employees and the Actual Contribution
         Percentage of such group for any Plan Year commencing on or after
         January 1, 1989, after applying the provisions of paragraphs (a) and
         (b) above, exceed the "aggregate limit". The aggregate limit means the
         greater of (i) and (ii) where (i) is equal to the sum of (1) which is
         1.25 times the greater of the relevant Actual Deferral Percentage or
         the relevant Actual Contribution Percentage, and (2) which is two
         percentage points plus the lesser of the relevant Actual Deferral
         Percentage or the relevant Actual Contribution Percentage, but in no
         event more than twice the lesser of the relevant Actual Deferral
         Percentage or the relevant Actual Contribution Percentage; and (ii) is
         equal to the sum of (1) which is 1.25 times the lesser of the relevant
         Actual Deferral percentage or the relevant Actual Contribution
         Percentage and (2) which is two percentage points plus the greater of
         the relevant Actual Deferral Percentage or the relevant Actual
         Contribution Percentage, but in no event more than twice the greater of
         the relevant Actual Deferral Percentage or the relevant Actual
         Contribution Percentage. For purposes of this section, the term
         "relevant Actual Deferral Percentage" means the Actual Deferral
         Percentage of the group of non-highly compensated employees eligible to
         make Elective Deferral Contributions to the Plan during the year and
         the term "relevant Actual Contribution Percentage" means the Actual
         Contribution Percentage of the group of non-highly compensated
         employees eligible to receive an allocation of employer contributions
         deemed subject to the provisions of Section 401(m) of the Code during
         the year. In the event the aggregate limit is exceeded for any Plan
         Year, the Actual Contribution Percentages of the Highly Compensated
         Employees shall be reduced to the extent necessary to satisfy the
         aggregate limit in accordance with the procedure set forth in paragraph
         (b) above.
<PAGE>
         (d)      If any employee is a member of the family of (i) a 5% owner,
                  or (ii) a Highly Compensated Employee who is one of the 10
                  highest-paid Highly Compensated Employees, then the employee
                  shall not be counted separately but instead the Statutory
                  Compensation paid to, or any contribution or benefit on behalf
                  of that employee shall be deemed paid to or on behalf of the
                  5% owner or Highly Compensated Employee for purposes of
                  paragraphs (a), (b) and (c) above to the extent required under
                  regulations prescribed by the Secretary of the Treasury under
                  Section 401(k) and 401(m) of the Code. Any return of excess
                  contributions or excess aggregate contributions required under
                  paragraph (a), (b) or (c) above with respect to the family
                  group shall be made in accordance with such regulations. The
                  maximum amount of Statutory Compensation set forth in Article
                  1 shall apply to the Statutory Compensation of a Highly
                  Compensated Employee and his family for purposes of
                  determining the total benefit payable to them under the Plan.
                  For purposes of this section, family member includes the
                  spouse, lineal ascendants and descendants of the employee or
                  former employee and the spouses of such lineal ascendants and
                  descendants.
         (e)      If any Highly Compensated Employee is a member of another
                  qualified plan of the Employer or an Affiliated Employer under
                  which elective deferral contributions or matching
                  contributions are made on behalf of the Highly Compensated
                  Employee or under which the Highly Compensated Employee makes
                  participant contributions, the Plan Administrator shall
                  implement rules, as described in Sections 4.03(a) and 4.03(b),
                  to take into account all such contributions for the Highly
                  Compensated Employee under all such plans in applying the
                  limitations of this Section.
         (f)      The Employer may authorize a special contribution to be made
                  for a Plan Year in accordance with the selection made in
                  A-4.03(f) of the Adoption Agreement. Such special contribution
                  shall be allocated solely to those Participants who are not
                  Highly Compensated Employees and shall be the amount necessary
                  for the Plan to meet the requirements of Section 4.03(a)
                  through 4.03(c). Such special contributions shall be 100%
                  vested and nonforfeitable when made and shall not be available
                  for withdrawal while the Participant is actively employed.
                  Special contributions made pursuant to this paragraph (f)
                  shall be deemed "qualified non-elective contributions". The
                  Plan Administrator shall establish guidelines and such rules
                  as are required by applicable regulations for the
                  implementation of this paragraph.

4.04     A Participant shall, immediately and at all times, be 100% vested in
         and have a nonforfeitable right to his Elective Deferral Account, his
         Participant Account, and the portion of his Employer Account
         attributable to any qualified non-elective contributions made to the
         Plan on his behalf, regardless of his age and service with the
         Employer.

4.05     A Participant may make Elective Deferral Contributions to the Plan
         regardless of the number of Hours of Service completed during the Plan
         Year and whether or not employed on the last day of the Plan Year. A
         Participant's entitlement to Matching Contributions and qualified
         non-elective contributions for the Plan Year shall be determined in
         accordance with the provisions selected in the Adoption Agreement.
<PAGE>
4.06     Earnings attributable to Elective Deferral Contributions, Matching
         Contributions and qualified non-elective contributions shall be
         allocated in accordance with Section 3.04.

4.07     Elective Deferral Contributions and qualified non-elective
         contributions, together with any investment income allocable to each,
         are not distributable to a Participant or his Beneficiary earlier than
         upon retirement, separation from service, death, or disability.

4.08     Such amounts may also be distributed, in accordance with the
         Participant's election, upon:
         (a)      termination of the Plan without the establishment of a
                  successor plan;
         (b)      the disposition by a corporation to an unrelated corporation
                  of substantially all of the assets [within the meanings of
                  Section 409(d)(2) of the Code] used in a trade or business of
                  such corporation if such corporation continues to maintain
                  this Plan after the disposition, but only with respect to
                  Employees who continue employment with the corporation
                  acquiring such assets;
         (c)      the disposition by a corporation to an unrelated entity of
                  such corporation's interest in a subsidiary [within the
                  meaning of Section 409(d)(3) of the Code], if such corporation
                  continues to maintain this Plan, but only with respect to
                  Employees who continue employment with such subsidiary;
         (d)      the attainment of age 59 1/2 to the extent provided for in
                  Section A-4.08 of the Adoption Agreement; or
         (e)      the hardship of the Participant as described in Section 4.11
                  and to the extent provided in A-4.11 of the Adoption
                  Agreement.

4.09     All distributions that may be made pursuant to one or more of the
         foregoing distributable events are subject to Participant and Spousal
         Consent requirements, if applicable, contained in Sections 401(a)(11)
         and 417 of the Code.

4.10     In the event that Elective Deferral Contributions made under Section
         4.01 are returned to the Employer in accordance with the provisions of
         Sections 3.07, 3.08 or 3.03, the elections to reduce Compensation which
         were made by Participants on whose behalf those contributions were made
         shall be void retroactively to the beginning of the period for which
         those contributions were made. The Elective Deferral Contributions so
         returned shall be distributed in cash to those Participants for whom
         those contributions were made, provided, however, that the amount of
         Elective Deferral Contributions to be distributed to Participants shall
         be adjusted to reflect any investment gains or losses attributable to
         those contributions.

4.11     Hardship Withdrawals
         (a)     If elected by the Employer in Section A-4.11 of the Adoption
                 Agreement, a Participant may elect to withdraw his Elective
                 Deferral Account (including any investment earnings credited to
                 such Elective Deferral Account as of the end of the last Plan
                 Year ending before July 1, 1989); provided that any withdrawal
                 under this Section 4.11 shall require the furnishing of proof
                 of hardship satisfactory to the Plan Administrator.
<PAGE>

         (b)      Hardship distributions are subject to the Spousal Consent
                  requirements contained in Sections 401(a)(11) and 417 of the
                  Code.
         (c)      As a condition for hardship, there must exist with respect to
                  the Participant an immediate and heavy need to draw upon his
                  Accounts where such Participant lacks other available
                  resources. The existence of such immediate and heavy need is
                  deemed to be necessary if the requested withdrawal is a result
                  of any of the following:
                  (i)      to pay medical expenses described in Section 213(d)
                           of the Code incurred by the Participant, his spouse
                           or any of his dependents (as defined in Section 152
                           of the Code) or as necessary for those persons to
                           obtain medical care described in Section 213(d) of
                           the Code;
                  (ii)     purchase of a principal residence of the Participant
                           (excluding mortgage payments);
                  (iii)    payment of tuition and related educational fees
                           (including room and board) for the next 12 months of
                           post-secondary education of the Participant, his
                           spouse or dependents; or
                  (iv)     payment of amounts necessary to prevent eviction of
                           the Participant from his principal residence or to
                           avoid foreclosure on the mortgage of his principal
                           residence.
                  A financial need shall not fail to qualify as immediate and
                  heavy merely because the need was reasonably foreseeable. The
                  Participant shall furnish to the Plan Administrator such
                  supporting documents as the Plan Administrator may request in
                  accordance with uniform and nondiscriminatory rules.
         (d)      As a condition for hardship withdrawal, the Participant must
                  demonstrate that the requested withdrawal does not exceed the
                  amount necessary to satisfy the financial need described in
                  paragraph (c) plus the amount necessary to pay any federal,
                  state or local income taxes or penalties reasonably
                  anticipated to result from the distribution. In addition, all
                  of the following requirements must be met:
                  (i)      the Participant has obtained all distributions and
                           all nontaxable loans currently available under all
                           plans of the Employer and Affiliated Employers,
                  (ii)     the Plan and all other plans of the Employer and
                           Affiliated Employers must provide that the
                           Participant's Elective Deferral Contributions shall
                           be suspended for at least 12 months after receipt of
                           the distribution, and
                  (iii)    the limitation described in Section 4.01(b) under all
                           plans of the Employer and Affiliated Employers for
                           the calendar year following the year in which the
                           withdrawal is made must be reduced by the
                           Participant's Elective Deferral Contributions made in
                           the calendar year of the distribution for hardship.
                           For purposes of clause (B), "all other plans of the
                           Employer and Affiliated Employers" shall include
                           stock option plans, stock purchase plans, qualified
                           and non-qualified deferred compensation plans and
                           such other plans as may be designated under
                           regulations issued under Section 401(k) of the Code,
                           but shall not include health and welfare benefit
                           plans or the mandatory employee contribution portion
                           of a defined benefit plan.
<PAGE>
Article 5.  Benefits

5.01     Normal Retirement
         The Account of each Participant who retires on the Normal Retirement
         Date specified in A-5.01 of the Adoption Agreement shall be payable as
         provided in this Article. The Account of each Participant shall be
         fully vested upon attainment of Normal Retirement Age.

5.02     Late Retirement
         If a Participant continues employment beyond Normal Retirement Date, a
         Participant may continue to participate in this Plan until actual
         retirement. Upon attainment of Normal Retirement Age, a Participant may
         elect to receive a distribution of his entire Account balance prior to
         actual retirement. In no event shall commencement of benefits be
         deferred beyond the required beginning date as described in Section
         5.08(d)(iv).

5.03     Disability Requirement
         If a medical examiner selected by the Plan Administrator certifies that
         a Participant is suffered a Disability as defined in Section 1.12, such
         Participant shall then be entitled to a disability benefit in lieu of
         any other benefits provided by this Plan in accordance with A-5.03 of
         the Adoption Agreement. Disability shall at all times be determined on
         a uniform and consistent basis for all Participants.

5.04     Death Benefit
         If a Participant dies, the Participant's Account shall be fully vested
         and the Beneficiary shall receive a death benefit equal to the value of
         such Account. The Plan Administrator, in its sole discretion, may
         require and rely upon such proof of death and such evidence of the
         right of any Beneficiary or other person to receive the value of the
         Account of a deceased Participant as the Plan Administrator may deem
         proper and its determination of death and the right of that Beneficiary
         or other person to receive payment shall be conclusive.

5.05     Payment of Benefits
         The Plan Administrator shall direct the Trustee to make payment of any
         benefits provided under this Plan upon the event giving rise to such
         benefit within the time prescribed by Section 5.08.

5.06     Optional Forms of Benefit
         Subject to the election made by the Employer in A-5.06 of the Adoption
         Agreement, the Joint and Survivor Annuity requirements of Section 5.11,
         and the distribution requirements of Section 5.08, optional forms of
         benefit distribution are available subject to a written request by the
         Participant in accordance with the provisions of this Section.

         The optional forms of benefits attributable to service performed on and
         after the date this Plan is adopted are as follows:
         (a)     One single sum payment.

<PAGE>

         (b)     Life Annuity.
         (c)     Life Annuity with a period certain of 10 or 15 years.
         (d)     Joint and 50%, 66 2/3% or 100% Survivor Annuity.
         (e)     Any combination of the above.
         (f)     A direct rollover option which applies to distributions made on
                 or after January 1, 1993. Notwithstanding any provision of the
                 Plan to the contrary that would otherwise limit a distributee's
                 election under this Section, a distributee may elect, at the
                 time and in the manner prescribed by the Plan Administrator, to
                 have any portion of an eligible rollover distribution paid
                 directly to an eligible retirement plan specified by the
                 distributee in a direct rollover. For purposes of this Option
                 (f), the following terms shall be used:
                 (i)    Eligible rollover distribution: An eligible rollover
                        distribution is any distribution of all or any portion
                        of the balance to the credit of the distributee, except
                        that an eligible rollover distribution does not include:
                        any distribution that is one of a series of
                        substantially equal periodic payments (not less
                        frequently than annually) made for the life (or life
                        expectancy) of the distributee or the joint lives (or
                        joint life expectancies) of the distributee and the
                        distributee's designated Beneficiary, or for a specified
                        period of 10 years or more; any distribution to the
                        extent such distribution is required under Section
                        401(a)(9) of the Code; and the portion of any
                        distribution that is not includible in gross income
                        (determined without regard to the exclusion for net
                        unrealized appreciation with respect to employer
                        securities).
                 (ii)   Eligible retirement plan: An eligible retirement plan is
                        an individual retirement account described in Section
                        408(a) of the Code, an individual retirement annuity
                        described in Section 408(b) of the Code, or a qualified
                        trust described in Section 401(a) of the Code that
                        accepts the distributee's eligible rollover
                        distribution. However, in the case of an eligible
                        rollover distribution to the surviving spouse, an
                        eligible retirement plan is an individual retirement
                        account or individual retirement annuity.
                 (iii)  Distributee: A distributee includes an Employee or
                        former Employee. In addition, the Employee's or former
                        Employee's surviving spouse and the Employee's or former
                        Employee's spouse or former spouse who is the alternate
                        payee under a qualified domestic relations order, as
                        defined in Section 414(p) of the Code, are distributees
                        with regard to the interest of the spouse or former
                        spouse.
                 (iv)   Direct rollover: A direct rollover is a payment by the
                        Plan to the eligible retirement plan specified by the
                        distributee.

         For benefits attributable to service performed before the date this
         Plan is adopted, the optional forms available are those listed above
         plus any other forms which were available immediately prior to the
         adoption date.

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

<PAGE>
5.07     Provisions Applicable if Plan is not Subject to Annuity Rules
         The preceding Section 5.06 notwithstanding, if elected in Section
         A-5.06 of the Adoption Agreement, distributions from this Plan shall be
         made only in the form of a single sum payment and a Participant may not
         elect to receive payments in the form of a life annuity. If a
         Participant dies, the Participant's Account balance shall be paid to
         the Participant's surviving spouse, but if there is no surviving
         spouse, or if the surviving spouse has given proper Spousal Consent,
         then the Participant's Account balance shall be paid to the
         Participant's designated Beneficiary. This "single sum only" option may
         be elected by the Employer only if immediately prior to the adoption
         date of this Plan, no form of distribution other than a single sum was
         available, (i.e., this option may be elected only if this is a new
         plan, or by an existing plan which previously permitted only single sum
         distributions).

         If a distribution is one to which Section 401(a)(11) and 417 of the
         Code does not apply, such distribution may commence less than 30 days
         after the notice required under Section 1.411(a)-(11)(c) of the Income
         Tax Regulations is given, provided that:
         (a)     the Plan Administrator clearly informs the Participant that the
                 Participant has a right to a period of at least 30 days after
                 receiving the notice to consider the decision of whether or not
                 to elect a distribution (and, if applicable, a particular
                 distribution option), and
         (b)     the Participant, after receiving the notice, affirmatively
                 elects a distribution.

5.08     Commencement of Payments
         (a)      Except as otherwise provided in this Article, distribution of
                  the Vested Portion of a Participant's Accounts shall commence
                  as soon as administratively practicable following the
                  Valuation Date coincident with or next following the
                  Participant's termination of employment, and in any event not
                  later than the 60th day after the close of the Plan Year in
                  which the latest of the following events occurs, unless the
                  Participant elects otherwise:
                  (i)      the Participant's 65th birthday,
                  (ii)     the 10th anniversary of the date participation in the
                           Plan commenced, or
                  (iii)    the date the Participant terminates employment.
                  Notwithstanding the foregoing, the failure of the Participant
                  and spouse to consent to a distribution while any part of the
                  Account balance could be distributed to the Participant (or
                  surviving spouse) before the Participant attains (or would
                  have attained if not deceased) age 62, shall be deemed to be
                  an election to defer commencement of any benefit sufficient to
                  satisfy this Section 5.08(a).
         (b)      In lieu of a distribution as described in paragraph (a) above,
                  a Participant may, in accordance with such procedures as the
                  Plan Administrator prescribed, elect prior to such Valuation
                  Date to have the distribution of the Vested Portion of his
                  Accounts commence as of any Valuation Date coincident with or
                  following his termination of employment which is before the
                  date described in paragraph (a) above, but subject to the
                  provisions of paragraph (d) below.
         (c)      In the case of the death of a Participant before his benefits
                  commence, the Vested Portion of his Accounts shall be
                  distributed to his Beneficiary as soon as administratively
                  practicable following the Valuation Date coincident with or
                  next following the Participant's date of death.
<PAGE>
         (d)      The following provisions are effective for Plan Years
                  beginning after December 31, 1984:
                  (i)      Limits on Settlement Options: Distributions, if not
                           made in a single sum, may be made only over one of
                           the following periods (or a combination thereof):
                           (1)      the life of the Participant;
                           (2)      the life of the Participant and a designated
                                    Beneficiary;
                           (3)      a period certain not extending beyond the
                                    life expectancy of the Participant; or
                           (4)      a period certain not extending beyond the
                                    joint and last survivor life expectancy of
                                    the Participant and a designated
                                    Beneficiary.
                  (ii)     Unless otherwise elected by the Participant with
                           proper Spousal Consent, a married Participant's
                           Account balance shall be paid in the form of a
                           Qualified Joint and Survivor Annuity.
                  (iii)    Determination of amount to be distributed each year:
                           (1)      If the Participant's interest is to be paid
                                    in the form of an annuity under the Plan,
                                    payments under the annuity shall satisfy the
                                    following requirements:
                                    (A)    the annuity payments must be paid in
                                           periodic intervals not longer than
                                           one year;
                                    (B)    the annuity payments must be over a
                                           life (or lives) or over a period
                                           certain not longer than a life
                                           expectancy (or joint life and last
                                           survivor expectancy) described in
                                           Section 401(a)(9)(A)(ii) or Section
                                           401(a)(9)(B)(iii) of the Code,
                                           whichever is applicable;
                                    (C)    once payments under an annuity with a
                                           period certain have begun, the period
                                           certain may not be lengthened even if
                                           the period certain is shorter than
                                           the maximum permitted;
                                    (D)    payments must be nonincreasing;
                                    (E)    if the annuity is a life annuity (or
                                           a life annuity with a period certain
                                           not exceeding 20 years), the amount
                                           which must be distributed on or
                                           before the Participant's required
                                           beginning date (or, in the case of a
                                           distribution after the death of the
                                           Participant, the date distributions
                                           are required to begin) shall be the
                                           payment which is required for one
                                           payment interval. Payment intervals
                                           are the periods for which payments
                                           are received, e.g., monthly,
                                           quarterly, semi-annually or annually.
                                    (F)    Unless the Participant's spouse is
                                           the designated beneficiary, if the
                                           Participant's interest is being
                                           distributed in the form of a period
                                           certain annuity without a life
                                           contingency, the period certain as of
                                           the beginning of the first
                                           distribution calendar year may not
                                           exceed the applicable period
                                           determined using the table set forth
                                           in Q&A A-5 of Section 1.401(a)(9)-2
                                           of the proposed IRS regulations.
                                    (G)    If the Participant's interest is
                                           being distributed in the form of a
                                           joint and survivor annuity for the
                                           joint lives of the Participant and a
                                           nonspouse beneficiary, annuity
                                           payments to be made on or after the
                                           Participant's required beginning date
                                           to the designated beneficiary
<PAGE>
                                           after the Participant's death must
                                           not at any time exceed the applicable
                                           percentage of the annuity payment for
                                           such period that would have been
                                           payable to the Participant using the
                                           table set forth in Q&A A-6 of Section
                                           1.401(a)(9)-2 of the proposed IRS
                                           regulations.
                  (iv)     Required Distributions: Distribution to a Participant
                           must commence no later than the first day of April
                           following the calendar year in which the Participant
                           attains age 70 1/2 subject to the following
                           transitional rules applicable to a Participant who
                           attained age 70 1/2 prior to January 1, 1988, as
                           determined in accordance with (1) or (2):
                           (1)      Non 5% owners. The required distribution
                                    date for a Participant who is not a 5% owner
                                    is April l of the calendar year following
                                    the calendar year in which the later of
                                    actual retirement or attainment of age 70
                                    1/2 occurs.
                           (2)      5% owners. The required distribution date
                                    for a Participant who is a 5% owner (as
                                    defined in Section 416(i) of the Code) at
                                    any time during the Plan Year in which he
                                    attains age 66 1/2 or subsequent Plan Year
                                    is the April l following the later of:
                                    (A)    the calendar year in which he attains
                                           age 70 1/2; or
                                    (B)    the earlier of the calendar year with
                                           or within which the Plan Year ends
                                           where the Participant becomes a 5%
                                           owner or the calendar year in which
                                           the Participant retires.
                  (v)      Death Distribution Provisions: Upon the death of the
                           Participant, the following distribution provisions
                           shall take effect:
                           (1)      If the Participant dies after distribution
                                    of his interest has commenced, the remaining
                                    portion of such interest shall continue to
                                    be distributed at least as rapidly as under
                                    the method of distribution in effect prior
                                    to the Participant's death.
                           (2)      If the Participant dies before distribution
                                    of his interest commences, the Participant's
                                    entire interest shall be distributed no
                                    later than December 31 of the calendar year
                                    containing the fifth anniversary of the
                                    Participant's death, except to the extent
                                    that an election is made to receive
                                    distributions in accordance with (A) or (B)
                                    below:
                                    (A)    if any portion of the Participant's
                                           interest is payable to a designated
                                           Beneficiary, distributions may be
                                           made in substantially equal
                                           installments over the life or life
                                           expectancy of the designated
                                           Beneficiary, commencing on or before
                                           December 31 of the calendar year
                                           immediately following the calendar
                                           year in which the Participant died;
                                    (B)    if the designated Beneficiary is the
                                           Participant's surviving spouse, the
                                           date by which distributions under (i)
                                           above are required to begin shall not
                                           be earlier than the later of December
                                           31 of the calendar year immediately
                                           following the calendar year in which
                                           the Participant died or December 31
                                           of the calendar year in which the
                                           Participant would have attained age
                                           70 1/2; and, if the spouse dies
                                           before payments begin,
<PAGE>
                                           subsequent distributions shall be
                                           made as if the spouse had been the
                                           Participant.
5.09     Termination of Service
         (a)     Termination of service, except for death, normal retirement,
                 late retirement or disability retirement, qualifies the
                 Participant for the Vested Portion of the Account balance as of
                 the date of termination. The portion of the Participant's
                 Account balance which is vested is determined by the vesting
                 schedule and the years of Vesting Service the Participant has
                 been credited with as of the termination date.
         (b)     All years of Vesting Service, as described in Section 1.39, of
                 the Participant with the Employer (or under a predecessor plan,
                 if the obligations of the predecessor plan have been assumed by
                 the Employer) shall be taken into account in determining the
                 Participant's place on the vesting schedule designated in the
                 Adoption Agreement.
         (c)     If there is a change in the Plan Year and years of Eligibility
                 and/or Vesting Service are based on such Plan Year, a
                 Participant shall be credited with a year of Eligibility and/or
                 a Vesting Service for both the Plan Year as it was prior to the
                 amendment (as if there was no change) and the first Plan Year
                 after the amendment if the Participant has at least 1,000 Hours
                 of Service in each of those Plan Years.
         (d)     The Vested Portion of a Participant's Account balance shall be
                 available for distribution in accordance with the selection in
                 the Adoption Agreement.
                 (i)       In the event of a deferred distribution, payment of
                           the Vested Portion shall commence no later than the
                           time prescribed by Section 5.08. If the Participant
                           should die after termination of employment, but
                           before receiving a distribution of the Vested
                           Portion, the Beneficiary shall receive the death
                           benefit, if any, as provided in Section 5.04.
                           Payments shall be made under an arrangement provided
                           for in this Article and shall be subject to the
                           requirements of Section 5.11.
                 (ii)      In the event of an immediate distribution, the Vested
                           Portion shall be distributed under an arrangement
                           provided for in this Article and shall be subject to
                           the requirements of Section 5.11. A distribution to
                           which the Qualified Joint and Survivor Annuity and
                           Spousal Consent requirements of Section 401(a)(11)
                           and 417 of the Code apply may commence at any time
                           following the first seven days after the notice
                           required under Section 1.411(a)-(11)(c) of the Income
                           Tax Regulations has been given, provided that:
                           (A)      the Plan Administrator clearly informs the
                                    Participant that the Participant has a right
                                    to a period of at least 30 days after
                                    receiving the notice to consider the
                                    decision of whether or not to waive the
                                    Qualified Joint and Survivor Annuity and
                                    consent to a form of distribution other than
                                    a Qualified Joint and Survivor Annuity;
                           (B)      the distribution occurs after the
                                    Participant has made an affirmative
                                    distribution election;
                           (C)      the Participant's spouse, if any, consents
                                    to the Participant's election;
<PAGE>

                           (D)      the Annuity Starting Date is a date after
                                    the explanation of the Qualified Joint and
                                    Survivor Annuity is provided to the
                                    Participant; and
                           (E)      the distribution election remains revocable
                                    until the later of the Annuity Starting Date
                                    or the expiration of the seven day period
                                    that begins after the Qualified Joint and
                                    Survivor Annuity explanation is provided.

         (e)      Any forfeitures shall be a general asset of the Plan and shall
                  be handled in accordance with Section 3.06. A forfeiture shall
                  occur on the earlier of:
                  (i)  the distribution of the entire Vested Portion of a
                       Participant's Account; or
                  (ii) the last day of the Plan Year in which the Participant
                       incurs five consecutive one-year Breaks in Service.
         (f)      Upon termination of employment of a Participant who was not
                  fully vested in his Employer Account, the non-vested portion
                  of his Employer Account shall be segregated in a separate
                  account (which shall be invested in a manner designed to
                  preserve principal value and shall not participate in the
                  earnings or losses of the investment fund) until the
                  Participant has had five consecutive one-year Breaks in
                  Service or receives a distribution of the Vested Portion of
                  his Accounts, if earlier. If the former Participant is
                  reemployed by the Employer or an Affiliated Employer prior to
                  such time, the separate account shall be recredited as the
                  Participant's Employer Account. If the former Participant is
                  not reemployed by the Employer or an Affiliated Employer
                  before he has had five consecutive one-year Breaks in Service
                  or receives such a distribution; the non-vested portion of his
                  Employer Account, so segregated, shall be forfeited. Any
                  amounts forfeited pursuant to this paragraph (f) shall be
                  applied to reduce Employer contributions. If a Participant is
                  not vested in any portion of his Employer Account, such
                  Employer Account shall be deemed to have been distributed as
                  of the date of distribution of the Vested Portion of his
                  Accounts.
         (g)      If an amount of a Participant's Employer Account has been
                  forfeited or is held in a separate account in accordance with
                  paragraph (f) above, that amount shall be subsequently
                  restored to the Participant's Employer Account provided (i) he
                  is reemployed by the Employer or an Affiliated Employer before
                  he has had five consecutive one-year Breaks in Service and
                  (ii) he repays to the Plan an amount in cash equal to the full
                  amount distributed to him from the Plan as a result of his
                  termination of employment.
         (h)      In the event that any amounts to be restored by the Employer
                  to a Participant's Employer Account have been forfeited under
                  paragraph (f) above, those amounts shall be taken first from
                  any forfeitures which have not as yet been applied against
                  Employer contributions and if any amounts remain to be
                  restored, the Employer shall make an Employer contribution
                  equal to those amounts.
         (i)      Any repayment under this Section 5.09 must be made by the
                  Participant in a single sum within five years of the date he
                  is reemployed.
         (j)      If the Vested Portion of a Participant's Account balance
                  exceeds (or at the time of any prior distribution exceeded)
                  $3,500, and the Account balance is immediately distributable,
<PAGE>
                  the Participant and the Participant's spouse (or where either
                  the Participant or the spouse has died, the survivor) must
                  consent to any distribution of such Account balance. The
                  consent of the Participant and the Participant's spouse shall
                  be obtained in writing within the 90-day period ending on the
                  Annuity Starting Date. The Annuity Starting Date is the first
                  day of the first period for which an amount is paid as an
                  annuity or any other form. The Plan Administrator shall notify
                  the Participant and the Participant's spouse of the right to
                  defer any distribution until the Participant's Account balance
                  is no longer immediately distributable. Such notification
                  shall include a general description of the material features,
                  and an explanation of the relative values of the optional
                  forms of benefit available under the Plan in a manner that
                  would satisfy the notice requirements of Section 417(a)(3),
                  and shall be provided no less than 30 days and no more than 90
                  days prior to the Annuity Starting Date.
         (k)      Notwithstanding the foregoing, only the Participant need
                  consent to the commencement of a distribution in the form of a
                  Qualified Joint and Survivor Annuity while the Account Balance
                  is immediately distributable. Furthermore, if payment in the
                  form of a Qualified Joint and Survivor Annuity is not required
                  with respect to the Participant pursuant to Section 5.07 of
                  the Plan, only the Participant need consent to the
                  distribution of an Account balance that is immediately
                  distributable. Neither the consent of the Participant nor the
                  Participant's spouse shall be required to the extent that a
                  distribution is required to satisfy Section 401(a)(9) or
                  Section 415 of the Code. In addition, upon termination of this
                  Plan if the Plan does not offer an annuity option (purchased
                  from a commercial provider), the Participant's Account balance
                  may, without the Participant's consent, be distributed to the
                  Participant or transferred to another defined contribution
                  plan (other than an employee stock ownership plan as defined
                  in Section 4975(e)(7) of the Code) within the same controlled
                  group.
         (l)      An Account balance is immediately distributable if any part of
                  the Account balance could be distributed to the Participant
                  (or Surviving Spouse) before the Participant attains (or would
                  have attained if not deceased) the later of Normal Retirement
                  Age or age 62.
         (m)      Notwithstanding any other provision of the Plan, a single sum
                  payment shall be made in lieu of all vested benefits if the
                  value of the Vested Portion of the Participant's Accounts
                  never exceeded $3,500, and if the balance of the Participant's
                  Account never exceeded $3,500 as of any previous distribution.
                  The single sum payment shall be made as soon as
                  administratively practicable following the Valuation Date
                  coincident with or next following the Participant's
                  termination of employment.
         (n)      Forfeiture of benefits:
                  (i)      If a retirement benefit becomes payable under this
                           Plan to a Participant (or his Beneficiary) and such
                           retirement benefit remains unpaid for a period of
                           five years from the date such retirement benefit
                           first became payable because the Participant (or his
                           Beneficiary) cannot be located, the retirement
                           benefit shall be deemed to be a forfeiture under the
                           Plan and shall be used to reduce future Employer
                           contributions to the Plan as soon as practicable
                           after the deemed forfeiture.
                  (ii)     Anything in this Section 5.09 to the contrary
                           notwithstanding, if a retirement benefit is forfeited
                           under the provisions of Section 5.09(n)(i) and the
                           Participant (or
<PAGE>
                           his Beneficiary) is located, the retirement benefit
                           shall be reinstated and paid to the Participant (or
                           his Beneficiary) under the terms of this Plan. The
                           Employer shall make up any loss to the Plan as a
                           result of the reinstatement of a retirement benefit
                           as soon as practicable thereafter.

5.10     Status of Account Pending Distribution
         Until completely distributed, the Accounts of a Participant who is
         entitled to a distribution shall continue to be invested as part of the
         investment funds of the Plan.

5.11     Joint and Survivor Annuity Requirements
================================================================================
The provisions of this Section 5.11 shall take precedence over any conflicting
provision in the Plan and shall apply to any Participant who is credited with at
least one Hour of Service with the Employer on or after August 23, 1984, and
such other Participants as provided in Section 5.11.
================================================================================

         (a)     Qualified Joint and Survivor Annuity:
                 Unless an optional form of benefit is selected pursuant to a
                 Qualified Election within the 90-day period ending on the
                 Annuity Starting Date, the Vested Portion of a married
                 Participant's Account balance shall be paid in the form of a
                 Qualified Joint and Survivor Annuity and the Vested Portion of
                 an unmarried Participant's Account balance shall be paid in the
                 form of a life annuity. The Participant may elect to have such
                 annuity distributed upon attainment of the earliest retirement
                 age under the Plan.
         (b)     Qualified Preretirement Survivor Annuity:
                 Unless an optional form of benefit has been selected within the
                 Election Period pursuant to a Qualified Election, if a
                 Participant dies before the Annuity Starting Date, the
                 Participant's total Account balance shall be applied toward the
                 purchase of an annuity for the life of the surviving spouse.
                 The surviving spouse may elect to have such annuity distributed
                 within a reasonable period after the Participant's death.
         (c)     Notice Requirements:
                 In the case of a Qualified Joint and Survivor Annuity, the Plan
                 Administrator shall, no less than 30 days and no more than 90
                 days prior to the Annuity Starting Date, provide each
                 Participant a written explanation of:
                  (i)      the terms and conditions of a Qualified Joint and
                           Survivor Annuity; and
                  (ii)     the Participant's right to make, and the effect of,
                           an election to waive the Qualified Joint and Survivor
                           Annuity form of benefit; and
                  (iii)    the rights of a Participant's Spouse; and
                  (iv)     the right to make, and the effect of, a revocation of
                           a previous election to waive the Qualified Joint and
                           Survivor Annuity.
                 Notwithstanding the foregoing provisions of this paragraph (c),
                 a distribution, to which the Qualified Joint and Survivor
                 Annuity and spousal consent requirements of Section 401(a)(11)
                 and 417 of the Code apply, may commence at any time following
                 the first
<PAGE>
                  seven days after the notice required under Section
                  1.411(a)-(11)(c) of the Income Tax Regulations has been given,
                  provided that:

                 (i)    the Plan Administrator clearly informs the Participant
                        that the Participant has a right to a period of at least
                        30 days after receiving the notice to consider the
                        decision of whether or not to waive the Qualified Joint
                        and Survivor Annuity and consent to a form of
                        distribution other than a Qualified Joint and Survivor
                        Annuity;
                  (ii)  the distribution occurs after the Participant has
                        made an affirmative distribution election;
                  (iii) the Participant's spouse, if any, consents to the
                        Participant's election;
                  (iv)  the Annuity Starting Date is a date after the
                        explanation of the Qualified Joint and Survivor
                        Annuity is provided to the Participant; and
                  (v)   the distribution election remains revocable until the
                        later of the Annuity Starting Date or the expiration
                        of the seven day period that begins after the
                        Qualified Joint and Survivor Annuity explanation is
                           provided.
         In the case of a Qualified Preretirement Survivor Annuity as described
         in Section 5.11(b), the Plan Administrator shall provide each
         Participant within the applicable period for such Participant, a
         written explanation of the Qualified Preretirement Survivor Annuity in
         such terms and in such manner as would be comparable to the explanation
         provided for meeting the requirements of Section 5.11(a) applicable to
         a Qualified Joint and Survivor Annuity. The applicable period for a
         Participant is whichever of the following periods ends last:
                 (i)    The period beginning with the first day of the Plan Year
                        in which the Participant attains age 32 and ending with
                        the close of the Plan Year in which the Participant
                        attains age 35.
                  (ii)  A reasonable period ending after the individual
                        becomes a Participant.
                  (iii) A reasonable period ending after Section 5.11(d)
                        ceases to apply to the Participant.
                  (iv)  A reasonable period ending after this Section 5.11
                        first applies to the Participant.
                  Notwithstanding the foregoing, notice must be provided within
                  a reasonable period ending after separation from service in
                  the case of a Participant who separates from service before
                  attaining age 35.

                  For purposes of applying the preceding paragraph, a reasonable
                  period ending after the enumerated events described in (ii),
                  (iii), and (iv) 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. In the case of a Participant
                  who separates from service before the Plan Year in which age
                  35 is attained, notice shall be provided within the two-year
                  period beginning one year prior to separation and ending one
                  year after separation. If such a Participant thereafter
                  returns to employment with the Employer, the applicable period
                  for such Participant shall be redetermined.
         (d)      Notwithstanding the other requirements of this Section 5.11,
                  the respective notices prescribed by this Section need not be
                  given to a Participant if:
                  (i)      the Plan "fully subsidized" the costs of a Qualified
                           Joint and Survivor Annuity or Qualified Preretirement
                           Survivor Annuity; and
<PAGE>
                  (ii)     the Plan does not allow the Participant to waive the
                           Qualified Joint and Survivor Annuity or Qualified
                           Preretirement Survivor Annuity and does not allow a
                           married Participant to designate a nonspouse
                           Beneficiary.
                  For purposes of this Section 5.11(d), a Plan fully subsidizes
                  the costs of a benefit if no increase in cost, or decrease in
                  benefits to the Participant may result from the Participant's
                  failure to elect another benefit.
         (e)      Transitional Rules:
                  (i)      Any living Participant not receiving benefits on
                           August 23, 1984 who would otherwise not receive the
                           benefits prescribed by the previous paragraphs of
                           this Section 5.11 must be given the opportunity to
                           elect to have such prior paragraphs of this Section
                           5.11 apply if such Participant is credited with at
                           least one Hour of Service under this Plan or a
                           predecessor plan in a Plan Year beginning on or after
                           January 1, 1976 and such Participant had at least 10
                           years of Vesting Service when he separated from
                           service.
                  (ii)     Any living Participant not receiving benefits on
                           August 23, 1984 who was credited with at least one
                           Hour of Service under this Plan or a predecessor plan
                           on or after September 2, 1974, and who is not
                           otherwise credited with any Service in a Plan Year
                           beginning on or after January 1, 1976 must be given
                           the opportunity to elect to have his benefit paid in
                           accordance with Section 5.11(e)(iv).
                  (iii)    The respective opportunities to elect [as described
                           in Sections 5.11(e)(i) and (ii) above] must be
                           afforded to the appropriate Participants during the
                           period commencing on August 23, 1984, and ending on
                           the date benefits would otherwise commence to said
                           Participants.
                  (iv)     Any Participant who has made an election pursuant to
                           Section 5.11(e)(ii) and any Participant who does not
                           make the election under Section 5.11(e)(i) or who
                           meets the requirements of Section 5.11(e)(i) except
                           that such Participant did not have at least 10 years
                           of Vesting Service when he separated from service,
                           shall have his benefits distributed in accordance
                           with all of the following requirements if benefits
                           would have been payable in the form of a life
                           annuity:
                           (A)      Automatic Joint and Survivor Annuity: If
                                    benefits in the form of a life annuity
                                    become payable to a married Participant who:
                                    (1)    begins to receive payments under the
                                           Plan on or after Normal Retirement
                                           Age; or
                                    (2)    dies on or after Normal Retirement
                                           Age while still working for the
                                           Employer; or
                                    (3)    begins to receive payments on or
                                           after the qualified early retirement
                                           age; or
                                    (4)    separated from Service on or after
                                           attaining Normal Retirement Age (or
                                           the qualified early retirement age)
                                           and after satisfying the eligibility
                                           requirements for the payment of
                                           benefits under the Plan and
                                           thereafter dies before beginning to
                                           receive such benefits,
                                    then such benefits shall be paid in the form
                                    of a Qualified Joint and Survivor Annuity,
                                    unless the Participant has elected otherwise
                                    during the election
<PAGE>
                                    period. The election period must begin at
                                    least six months before the Participant
                                    attains qualified early retirement age and
                                    end not more than 90 days before the
                                    commencement of benefits. Any election
                                    hereunder shall be in writing and may be
                                    changed by the Participant at any time.
                           (B)      Election of Early Survivor Annuity: A
                                    Participant who is employed after attaining
                                    the qualified early retirement age shall be
                                    given the opportunity to elect, during the
                                    election period, to have a survivor annuity
                                    payable on death. If the Participant elects
                                    a survivor annuity, payments under such
                                    annuity must not be less than the payments
                                    which would have been made to the spouse
                                    under the Qualified Joint and Survivor
                                    Annuity if the Participant had retired on
                                    the day before his or her death. Any
                                    election under the provision shall be in
                                    writing and may be changed by the
                                    Participant at any time. The election period
                                    begins on the later of:
                                    (1)    the 90th day before the Participant
                                           attains the qualified early
                                           retirement age; or
                                    (2)    the date participation began.
                                    The election period ends on the date the
                                    Participant terminates employment.
                           (C)      For purposes of this Section
                                    (1)    "Qualified early retirement age" is
                                           the latest of:
                                           -      the earliest date, under the
                                                  Plan, that the participant may
                                                  elect to receive retirement
                                                  benefits; or
                                           -      the first day of the 120th
                                                  month beginning before the
                                                  Participant reaches Normal
                                                  Retirement Age; or
                                           -      the date the Participant
                                                  begins participation.
                                    (2)    "Qualified Joint and Survivor
                                           Annuity" is an annuity for the life
                                           of the Participant with a survivor
                                           annuity for the life of the spouse.
<PAGE>
Article 6.  Administration of the Plan

6.01     Appointment of Plan Administrator
         The Employer shall be designated as the official Plan Administrator
         unless otherwise elected in the Adoption Agreement. Irrespective of
         this official designation, the general administration of the Plan and
         the responsibility for carrying out the provisions of the Plan may be
         placed in a committee appointed by the Employer through its Board of
         Directors; if applicable, to serve at the pleasure of the Employer. Any
         person who is appointed a member of the committee shall signify his
         acceptance by filing written acceptance with the Employer and the
         secretary of the committee. Any member of the committee may resign by
         delivering his written resignation to the Employer and the secretary of
         the committee.

6.02     Duties of Plan Administrator
         At the direction of the Employer, the members of the committee shall
         elect a chairman from their number and a secretary who may be, but need
         not be, one of the members of the committee; may appoint from their
         number such subcommittees with such powers as they shall determine; may
         authorize one or more of their number or any agent to execute or
         deliver any instrument or make any payment on their behalf; may retain
         counsel, employ agents and provide for such clerical, accounting, and
         consulting services as they may require in carrying out the provisions
         of the Plan; and may allocate among themselves or delegate to other
         persons all or such portion of their duties under the Plan, other than
         those granted to the Trustees under the trust agreement adopted for use
         in implementing the Plan, as they, in their sole discretion, shall
         decide.

         The committee shall have all powers, authority and discretion necessary
         to carry out the provisions of the Plan and to satisfy the requirements
         of any applicable law or laws. The committee shall have full power,
         authority and discretion to:
         (a)      construe and interpret the Plan, decide all questions of
                  eligibility, and determine the amount, timing, and manner of
                  payment of any benefits hereunder;
         (b)      prescribe procedures to be followed by Participants and/or
                  other persons in filing applications or elections;
         (c)      prepare and distribute, in such manner as may be required by
                  law or as the committee deems appropriate, information
                  explaining the Plan; and
         (d)      require from the Employer and Participants such information as
                  shall be necessary for the proper administration of the Plan.
         Decisions of the committee shall be binding on all affected parties.

6.03     Individual Accounts
         The committee shall maintain, or cause to be maintained, records
         showing the individual balances in each Participant's Accounts.
         However, maintenance of those records and Accounts shall not require
         any segregation of the funds of the Plan.

<PAGE>
6.04     Meetings
         The committee shall hold meetings upon such notice, at such place or
         places, and at such time or times as it may from time to time
         determine.

6.05     Action of Majority
         Any act which the Plan authorizes or requires the committee to do may
         be done by a majority of its members. The action of that majority
         expressed from time to time by a vote at a meeting or in writing
         without a meeting shall constitute the action of the committee and
         shall have the same effect for all purposes as if assented to by all
         members of the committee at the time in office.
<PAGE>
6.06     Compensation and Bonding
         No member of the committee shall receive any compensation from the Plan
         for his services as such. Except as may otherwise be required by law,
         no bond or other security need be required of any member in that
         capacity in any jurisdiction.

6.07     Establishment of Rules
         Subject to the limitations of the Plan, the committee from time to time
         shall establish rules for the administration of the Plan and the
         transaction of its business. The determination of the committee as to
         any disputed question shall be conclusive.

6.08     Prudent Conduct
         The members of the committee shall use that degree of care, skill,
         prudence and diligence that a prudent man acting in a like capacity and
         familiar with such matters would use in his conduct of a similar
         situation. No member of the committee shall participate in the
         consideration of any manner or questions under the Plan which
         specifically relates to him or other persons entitled to benefit
         payments as a result of the committee member's participation under the
         Plan.

6.09     Service in More Than One Fiduciary Capacity
         Any individual, entity or group of persons may serve in more than one
         fiduciary capacity with respect to the Plan and/or the funds of the
         Plan.

6.10     Limitation of Liability
         The Employer, the Board of Directors, if any, the members of the
         committee, and any officer, employee or agent of the Employer shall not
         incur any liability individually or on behalf of any other individuals
         or on behalf of the Employer for any act or failure to act, made in
         good faith in relation to the Plan or the funds of the Plan. However,
         this limitation shall not act to relieve any such individual or the
         Employer from a responsibility or liability for any fiduciary
         responsibility, obligation or duty under Part 4, Title I of ERISA.

6.11     Indemnification
         The Employer shall indemnify and save harmless the Board of Directors,
         if any, and the committee and each member thereof, against any and all
         expenses, losses, damages, liabilities and claims, including legal fees
         to defend against such liabilities and claims, arising out of their
         discharge in good faith of responsibilities under or incident to the
         Plan, excepting only expenses, losses, damages and liabilities arising
         out of willful misconduct. This indemnity shall not preclude such
         further indemnities as may be available under insurance purchased by
         the Employer or provided by the Employer under any by-law, agreement,
         vote of stockholders or disinterested directors or otherwise, as such
         indemnities are permitted under state law. Payments with respect to any
         indemnity and payment or expenses or fees under this Article 6 shall be
         made only from assets of the Employer and shall not be made directly or
         indirectly from assets of the Trust.

<PAGE>
6.12     Appointment of Investment Manager
         The Employer may, in its discretion, appoint one or more investment
         managers (within the meaning of Section 3(38) of ERISA) to manage
         (including the power to acquire and dispose of) all or part of the
         assets of the Plan, as the Employer shall designate. In that event
         authority over and responsibility for the management of the assets so
         designated shall be the sole responsibility of that investment manager.

6.13     Review of Applications for Benefits
         (a)      When a Participant or other person files an application for a
                  benefit payment with the committee, the committee shall review
                  the application and make a determination of eligibility for
                  any amount of benefit due a Participant or such other person.
                  If an application is wholly or partially denied, the committee
                  shall give written notice of the denial to the Participant or
                  other person applying (hereinafter referred to in this Section
                  as the "claimant") within 90 days after receipt of the claim,
                  unless special circumstances require an extension of not more
                  than an additional 90 days (in which event the claimant shall
                  be notified of the delay during the first 90-day period). Such
                  notice shall set forth:
                  (i)      the specific reason or reasons for the denial, with
                           references to the specific Plan provisions on which
                           the denial is based,
                  (ii)     an explanation of additional material or information,
                           if any, necessary to perfect any claim and a
                           statement of why such material or information is
                           necessary, and
                  (iii)    an explanation of the review procedure.
                  If the notice of denial is not furnished within the required
                  time period specified above, the claim shall be deemed to be
                  denied and the claimant shall be permitted to proceed to the
                  review stage described in paragraphs (b) and (c) below.
         (b)      In the event an application for benefits is denied by the
                  committee, either in whole or in part as to the payment of
                  benefits or amounts, the claimant shall have the right to
                  request a full and fair committee review of the denial. Such
                  request must be made in writing and delivered to the committee
                  within 60 days of receipt of the written notice of claim
                  denial or 60 days after the day on which the claim is deemed
                  denied under paragraph (a) above.
         (c)      In such review, the claimant or his duly authorized
                  representative shall have the right to review any pertinent
                  documents and to submit any issues or comments in writing. The
                  committee shall submit its decision in writing within 60 days
                  after the request for review, or in special circumstances
                  (such as where the committee in its sole discretion finds
                  there is a need to hold a hearing) within 120 days of the
                  request for review (written notice of any such extension shall
                  be furnished to the claimant before the commencement of such
                  extension). The decision shall be binding on all parties and
                  shall contain specific reasons for the decision and specific
                  references to the pertinent Plan provisions upon which the
                  decision is based. If no decision is furnished within the time
                  period specified above, the claim shall be deemed to be denied
                  on review.
         (d)      Notices of denial and decisions on review shall be as complete
                  as possible, but in no event shall be construed to bar the
                  subsequent raising of additional bases of denial or decisions.

6.14     Administrative Fees and Expenses
         All expenses that arise in connection with the administration of the
         Plan, including, but not limited to, the compensation of the Trustee,
         administrative expenses and proper charges and disbursements of the
         Trustee and compensation and other expenses and charges of any
         enrolled actuary, counsel, accountant, specialist, or other person who
         has been retained by the Employer in connection with the administration
         thereof, shall be paid from the funds of the Plan held by the Trustee
         under the trust agreement or insurance or annuity contract adopted for
         use in implementing the Plan to the extent not paid by the Employer.
<PAGE>
Article 7.  Management of Funds

7.01     Trustees
         All the funds of the Plan shall be held by the Trustees appointed from
         time to time by the Board of Directors, if applicable. The Employer
         shall have no liability for the payment of benefits under the Plan nor
         for the administration of the funds paid over to the Trustees. The
         Trustees shall have all the powers necessary to carry out the
         provisions hereunder. In amplification, but not in limitation of such
         powers, the Trustees shall have the following powers and immunities and
         be subject to the following duties:
         (a)      The Trustees shall receive all contributions hereunder and
                  apply such contributions as hereinafter set forth.
         (b)      The Trustees shall have the custody of and safely keep all
                  cash, securities, property and investments received or
                  purchased in accordance with the terms hereof.
         (c)      Subject to any limitations that may be contained elsewhere in
                  this Plan, the Trustees shall take control and management of
                  the trust and shall hold, sell, buy, exchange, invest and
                  reinvest the corpus and income of the trust. All contributions
                  paid to the Trustees shall be held and administered by the
                  Trustees as a single trust fund, and the Trustees shall not be
                  required to segregate and invest separately any part of the
                  trust fund representing accruals of interests of individual
                  Participants in the Plan except as may be elected by the
                  Participant elections, if any, permitted in accordance with
                  the provisions of Section 3.11.
         (d)      Subject to the limitations contained herein, the Trustees may
                  invest the funds of the trust in such securities and
                  properties as they may determine and shall not be restricted
                  by any applicable laws prescribing forms of property which may
                  be held or acquired by a Trustee. Subject to the limitations
                  contained in Section 407 of the ERISA and the other
                  limitations expressed herein, the Trustees may invest funds of
                  the trust in the common or preferred stock, securities, or
                  other secured obligations of the Employer. All such purchases
                  shall be disclosed in full detail to the Internal Revenue
                  Service. Without limiting the generality of any other
                  provisions hereof, it is expressly provided that the trust
                  fund may be invested in a common trust fund maintained by the
                  Trustees.
         (e)      The Trustees may sell or exchange any property or asset of the
                  trust at public or private sale, with or without
                  advertisement, upon terms acceptable to the Trustees and in
                  such manner as the Trustees may deem wise and proper. The
                  proceeds of any such sale or exchange may be reinvested as is
                  provided hereunder. The purchaser of any such property from
                  the Trustees shall not be required to look to the application
                  of the proceeds of any such sale or exchange by the Trustees.
         (f)      The Trustees shall have full power to mortgage, pledge, lease
                  or otherwise dispose of the property of the trust without
                  securing any order of court therefor, without advertisement,
                  and to execute any instruments containing any provisions which
                  the Trustees may deem proper in order to carry out such
                  actions. Any such lease so made by the Trustees shall be
                  binding, notwithstanding the fact the term of the lease may
                  extend beyond the termination of the trust.
<PAGE>
         (g)      The Trustees shall have the power to borrow money upon terms
                  agreeable to the Trustees and pay interest thereon at rates
                  agreeable to the Trustees, and to repay any debts so created.
         (h)      The Trustees may participate in the reorganization,
                  recapitalization, merger, or consolidation of any corporation
                  wherein the Trustees may own stock or securities and may
                  deposit such stock or other securities in any voting trust or
                  protective committee or like committee or Trustees or with the
                  depositories designated thereby, and may exercise any
                  subscription rights or conversion privileges, and generally
                  may exercise any of the powers of any owner with respect to
                  any stock or other securities or property comprising the
                  trust.
         (i)      The Trustees may, through any duly authorized officer or
                  proxy, vote any share of stock which the Trustees may own from
                  time to time.
         (j)      The Trustees shall retain in cash and keep unproductive of
                  income such funds as from time to time they may deem
                  advisable. The Trustees shall not be required to pay interest
                  on any cash in their hands pending investment, nor shall the
                  Trustees be responsible for the adequacies of the trust to
                  discharge any and all payments under this Agreement. Cash
                  received under any of the provisions hereof may be deposited
                  by the Trustees in such banking institutions as may be
                  selected by the Trustees, under such provisions with respect
                  to interest as may be permitted by law. For the purposes of
                  this Section, the word "accounts" shall be construed to mean
                  not only demand deposit accounts, but also savings accounts
                  and time deposits accounts without regard as to whether the
                  amount on deposits is evidenced by a statement, passbook or
                  certificate. All persons dealing with the Trustees are
                  released from inquiry into the decision or authority of the
                  Trustees to act.
         (k)      The Trustees shall be fully protected in relying upon the
                  existence of any fact or set of facts represented to them in
                  writing by the Employer.
         (l)      The Trustees shall discharge their duties hereunder with the
                  care, skill, prudence and diligence under the circumstances
                  then prevailing that a prudent man acting in a like capacity
                  and familiar with such matters would use in the conduct of an
                  enterprise of a like character and with the like aims and
                  shall diversify the investments under this Trust so as to
                  minimize the risk of large losses, unless under the
                  circumstances it is clearly prudent not to do so. The Trustees
                  shall comply with any funding policy established in writing by
                  the Employer, but the Trustees shall be solely responsible
                  [except as provided in Section 7.01(u)] for the selection and
                  retention or non-retention of the investments to fulfill such
                  funding policy.
         (m)      The Trustees shall not be required to institute any legal
                  action for the protection of the Trust or in carrying out the
                  duties of the Trustees hereunder unless they shall first be
                  indemnified by the Employer for any and all expenses in
                  connection therewith.
         (n)      The Trustees shall keep an accurate record of their
                  administration of this Trust and shall include a detailed
                  account of all investments, receipts and disbursements, and
                  other transactions hereunder, and all accounts, books and
                  records relating hereto shall be open for inspection to any
                  person designated by the Employer, or the officers of the
                  Employer at all reasonable times. Within 90 days following the
                  close of each year, the Trustees shall file with the Employer,
                  a written report setting forth all investments, receipts and
<PAGE>
                  disbursements and other transactions during such fiscal year.
                  Such reports shall contain an exact description of all
                  securities purchased, exchanged or sold, the cost of net
                  proceeds of sale, and list the securities and investments held
                  at the end of such year, with the cost of each item thereof,
                  as carried on the books of the Trustees.
         (o)      The Trustees may hold stocks, bonds, or other securities in
                  their own name as Trustees, with or without the designation of
                  said trust estate, or in the name of a nominee selected by
                  them for the purpose, but said Trustees shall nevertheless be
                  obligated to account for all securities received by them as a
                  part of the corpus of the trust estate herein created,
                  notwithstanding the name in which the same may be held.
         (p)      The Trustees shall be under no obligation to determine the
                  amount of benefits to which Participants or their
                  Beneficiaries will be entitled or to keep any records of the
                  respective interest of any individual Participant or
                  Beneficiary in the Plan. The Trustees, upon written
                  instructions from the Employer shall make payments to the
                  Participants who qualify for such benefits and shall purchase,
                  transfer, discontinue or surrender insurance contracts. The
                  Trustees shall have no liability to the Employer, or to any
                  other person in making such payments. The Trustees shall not
                  be required to determine or make any investigation to
                  determine the identity or mailing address of any person
                  entitled to benefits under the Plan and shall have discharged
                  their obligation in that respect when they shall have sent
                  checks and other papers by ordinary mail to such person or
                  persons and addresses as may be certified to them in writing
                  by the Employer.
         (q)      No broker, transfer agent, or purchaser shall be required to
                  ascertain whether or not the Trustees have obtained prior
                  approval from any source for the sale or purchase of any of
                  the assets of the Trust.
         (r)      At no time during the administration of this Trust shall the
                  Trustees be required to obtain any court approval of any act
                  required of them in connection with the performance of their
                  duties or in the performance of any act required of them, in
                  the administration of their duties as Trustees. The Trustees
                  shall have full authority to exercise their judgment in all
                  matters and at all times without court approval of such
                  decisions; provided, however, that if any application to or
                  proceeding or action in the courts is made, only the Employer
                  and the Trustees shall be necessary parties, and no
                  Participant in the Plan or other person having an interest in
                  the trust shall be entitled to any notice or service of
                  process. Any judgment entered in such proceeding or action
                  shall be conclusive upon all persons claiming an interest
                  under the trust.
         (s)      The Trustees may consult with legal counsel (who may be of
                  counsel to the Employer) concerning any question which may
                  arise with reference to their duties under this agreement, and
                  the option of such counsel shall be full and complete
                  protection in respect to any action taken or suffered by the
                  Trustees hereunder in good faith and in accordance with the
                  opinion of such counsel.
         (t)      The Trustees may employ such counsel, accountants, and other
                  agents as they shall deem advisable. The Trustees may charge
                  the compensation of such counsel, accountants and other agents
                  for their services in such amounts as may be agreed upon from
                  time to time by the Employer and the Trustees, and any other
                  expenses necessary in the administration of this trust,
                  against the fund.
<PAGE>
         (u)      The Trustees with the consent of the Employer may employ an
                  investment manager or managers to manage any assets of the
                  Plan. Without limiting the generality of the above, it is
                  specifically provided that such power of management includes
                  the power to acquire or dispose of said assets. The Employer
                  may appoint an investment manager or managers to manage any
                  assets of the Plan. In either such event, the responsibility
                  for investment decisions shall be clearly allocated in writing
                  between the investment manager and the Trustees and neither
                  shall be responsible for the action or inaction of the other.

7.02     A Trustee may be removed by the Board of Directors, if any, of the
         Employer at any time upon giving advance notice in writing to the
         Trustees. A Trustee may resign at any time upon giving advance notice
         in writing to the Employer. Within 60 days after such removal or
         resignation of a Trustee, the Trustee shall file with the Employer, a
         written report setting forth all investments, receipts, and
         disbursements, and other transactions effected by him since the end of
         the preceding fiscal year. Such report shall contain an exact
         description of all securities and property purchased and sold, the cost
         or net proceeds of sale (excluding accrued interest paid or received)
         and shall further indicate such assets held to such date of removal or
         resignation, together with the cost of each item thereof, as carried on
         the books of the Trustees.

7.03     Immediately upon the removal or resignation of a Trustee, the Board of
         Directors of the Employer shall appoint and designate a new Trustee
         with the same powers and duties as those conferred upon the Trustee
         hereunder, and the former Trustee shall assign, transfer and pay to the
         successor Trustee the assets then constituting the Trust hereunder.

7.04     Except as otherwise provided in the Plan, no part of the corpus or
         income of the funds of the Plan shall be used for, or diverted to,
         purposes other than for the exclusive benefit of Participants and other
         persons entitled to benefits under the Plan or for the payment of
         reasonable administrative expenses not paid by the Employer. No person
         shall have any interest in or right to any part of the earnings of the
         funds of the Plan, or any right in, or to, any part of the assets held
         under the Plan, except as and to the extent expressly provided in the
         Plan.
<PAGE>
Article 8.  Top-Heavy Provisions
================================================================================
In the event the Plan is, or becomes top-heavy, the provisions of this Article 8
shall supersede any conflicting provision in the Plan or Adoption Agreement.
================================================================================

8.01     The term "top-heavy plan" means with respect to any Plan Year
         commencing subsequent to December 31, 1983, a plan, in which, as of the
         "determination date" (which for the first Plan Year is the last day of
         that Plan Year and for subsequent Plan Years is the last day of the
         preceding Plan Year) the cumulative Account balances, as of the
         valuation date (which is the last day of the current Plan Year) under
         the Plan for "key employees" exceeds 60% of the cumulative Account
         balances for all employees. The value of Account balances shall be
         computed in accordance with Section 416(g) of the Code and Article 3 of
         this Plan.

8.02     For purposes of this Article 8, the term "key employee" means an
         employee, former employee or the Beneficiary of an employee of the
         Employer or an Affiliated Employer who, at any time during the Plan
         Year, or any time during the four preceding Plan Years, is (or was):

         (a)     an officer of the Employer or an Affiliated Employer earning
                 Statutory Compensation in excess of 50% of the maximum dollar
                 limitation on benefits under Section 415(b)(1)(A) of the Code,
                 as in effect for that Plan Year. (No more than three employees,
                 or 10% of all employees if there are more than 30, shall be
                 counted as "officers" for purposes of this Section);
         (b)     an employee earning Statutory Compensation in excess of 100% of
                 the maximum dollar limitation on annual additions under Section
                 415(c)(1)(A) of the Code, as in effect for that Plan Year, and
                 who is also one of the ten largest owners of the Employer or an
                 Affiliated Employer (either directly or through the attribution
                 rules under Section 318 of the Code) provided that such
                 ownership interest is equal to at least one-half of 1%;
         (c)     a 5% owner of the Employer; or
         (d)     a 1% owner of the Employer earning Statutory Compensation in
                 excess of $150,000.
         The term "non-key employee" means any employee who is not a key
         employee or the Beneficiary of such employee.

8.03     For Aggregated Plans, each plan of an Employer or an Affiliated
         Employer required to be included in an "aggregation group" shall be
         treated as a top-heavy plan if such group is a "top-heavy group".
         (a)     Aggregation Group -
                  (i)   Required Aggregation - The term "aggregation group"
                        means
                        (A)    each plan of the Employer and Affiliated
                               Employers, including any plan which has
                               terminated during the five- year period preceding
                               a determination date, in which a key employee is
                               a Participant, and
                        (B)    each other plan of the Employer and Affiliated
                               Employers which enables any plan described in
                               subclause (A) to meet the requirements of Section
                               401(a)(4) or 410 of the Code.
<PAGE>
                  (ii)  Permissive Aggregation - The Employer may treat any plan
                        not required to be included in an aggregation group
                        under clause (i) as being part of such group if such
                        group would continue to meet the requirements of
                        Sections 401(a)(4) and 410 of the Code with such plan
                        taken into account.
         (b)      Top-Heavy Group - The term "top-heavy group" means any
                  aggregation group, if the sum, as of the determination date,
                  of subsections (i) and (ii) exceeds 60% of a similar sum
                  determined for all employees. Subsections (i) and (ii) are as
                  follows:
                  (i)   The Present Value of the cumulative accrued benefits for
                        key employees under all defined benefit plans included
                        in such group, and
                  (ii)  The aggregate of the accounts of key employees under all
                        defined contribution plans included in such group.
         (c)      Top-Heavy Ratio Provision - For Plan Years beginning after
                  December 31, 1984;
                  (i)   If the Employer maintains one or more defined benefit
                        plans and has not maintained any defined contribution
                        plans (including any simplified employee pension plan)
                        which during the five-year period ending on the
                        determination date(s) has or has had account balances,
                        the top-heavy ratio for this plan alone or for the
                        required or permissive aggregation group as appropriate
                        is a fraction, the numerator of which is the sum of the
                        Present Value of accrued benefits of all key employees
                        as of the determination date(s) (including any part of
                        any accrued benefit distributed in the five-year period
                        ending on the determination date(s)), and the
                        denominator of which is the sum of the Present Value of
                        accrued benefits for all Participants in the plan(s)
                        (including any part of any accrued benefits distributed
                        in the five-year period ending on the determination
                        date(s)), determined in accordance with Section 416 of
                        the Code and the regulations thereunder.
                  (ii)  If the Employer maintains one or more defined benefit
                        plans and the Employer also maintains or has maintained
                        one or more defined contribution plans (including any
                        simplified employee pension plan) which during the
                        five-year period ending on the determination date(s) has
                        or has had any Account balances, the top-heavy ratio for
                        any required or permissive aggregation group as
                        appropriate is a fraction, the numerator of which is the
                        sum of the Present Value of accrued benefits under the
                        aggregated defined benefit plan or plans of all key
                        employees and the sum of Account balances under the
                        aggregated defined contribution plan or plans for all
                        key employees as of the determination date(s), and the
                        denominator of which is the sum of the Present Value of
                        accrued benefits under the defined benefit plan or plans
                        for all Participants and the Account balances under the
                        aggregated defined contribution plan or plans for all
                        Participants as of the determination date(s), all
                        determined in accordance with Section 416 of the Code
                        and the regulations thereunder. The Account balances
                        under a defined contribution plan in both the numerator
                        and denominator of the top-heavy ratio are increased for
                        any distribution of an Account balance made in the
                        five-year period ending on the determination date.
<PAGE>
                  (iii) For purposes of (i) and (ii) above, the value of Account
                        balances and the Present Value of accrued benefits 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 Section
                        416 of the Code and the regulations thereunder for the
                        first and second Plan Years of a defined benefit plan.
                        The Account balances and accrued benefits of a
                        Participant (A) who is not a key employee but who was a
                        key employee in a prior year, or (B) who has not been
                        credited with at least one Hour of Service with any
                        Employer maintaining the Plan at any time during the
                        five-year period ending on the determination date shall
                        be disregarded. The calculation of the top-heavy ratio,
                        and the extent to which distributions, rollovers, and
                        transfers are taken into account shall be made in
                        accordance with Section 416 of the Code and the
                        regulations thereunder. When aggregating plans, the
                        value of Account balances and accrued benefits shall be
                        calculated with reference to the determination dates
                        that fall within the same calendar year. The accrued
                        benefit of a Participant other than a key employee shall
                        be determined under (A) the method, if any, that
                        uniformly applies for accrual purposes under all defined
                        benefit plans maintained by the Employer, or (B) if
                        there is no such method, as if such benefit accrued not
                        more rapidly than the slowest accrual rate permitted
                        under the fractional rule of Section 411(b)(1)(C) of the
                        Code.

8.04     The following provisions shall be applicable to Participants for any
         Plan Year with respect to which the Plan is top-heavy:
         (a)      In each Plan Year, in addition to the contributions otherwise
                  provided under the Plan, the Employer shall make contributions
                  on behalf of any such Participant (and each Employee eligible
                  to become a Participant) who is a non-key employee who has not
                  separated from service as of the Valuation Date irrespective
                  of his Hours of Service completed during the Plan Year, which
                  shall cause the total contributions to the Participant's
                  Account to be equal to a percentage of the Participant's
                  Compensation for the Plan Year, that percentage to be the
                  lesser of 3% or, for a profit sharing plan, the percentage
                  rate, determined for the key employee for whom that percentage
                  is the highest and equivalent to a fraction, the numerator of
                  which is the contribution made on behalf of that key employee
                  by the Employer under Section 3.01 and Article 4 and the
                  denominator of which is the Compensation of the key employee
                  for that Plan Year. When determining the minimum contribution
                  to be made on behalf of a non-key employee pursuant to this
                  Section 8.04, neither the Participant's Elective Deferral
                  Contributions nor Employer Matching Contributions made
                  pursuant to Article 4 shall be considered towards satisfaction
                  of such minimum contribution.
         (b)      If a non-key employee participates in both a defined benefit
                  plan and a defined contribution plan which are part of a
                  required aggregation group or permissive aggregation group and
                  the top-heavy ratio exceeds 60%, top-heavy minimum benefits
                  will be provided by this Plan in accordance with the formula
                  set forth in Section 8.04(a) except that the percentage of
                  Compensation to be allocated shall be 5%.
<PAGE>
8.05     The minimum allocation required [to the extent required to be
         nonforfeitable under Code Section 416(b)] may not be forfeited under
         Code Section 411(a)(3)(B) or 411(a)(3)(D).

8.06     For any Plan Year in which this Plan is top-heavy, one of the minimum
         vesting schedules as elected by the Employer in the Adoption
         Agreement(s) shall automatically apply to the Plan. The minimum vesting
         schedule applies to all benefits within the meaning of Section
         411(a)(7) of the Code except those attributable to Employee
         contributions, including benefits accrued before the effective date of
         Code Section 416 and benefits accrued before the plan became top-heavy.
         Further, no decrease in a Participant's nonforfeitable percentage may
         occur in the event the Plan's status as top-heavy changes for any Plan
         Year. However, this Section does not apply to the Account balances of
         any Employee who does not have an Hour of Service after the Plan has
         initially become top-heavy and such Employee's Account balance
         attributable to Employer contributions and forfeitures shall be
         determined without regard to this Section.
<PAGE>
Article 9.  General Provisions

9.01     Except as required by any applicable law, no benefit under the Plan
         shall in any manner be anticipated, assigned or alienated, and any
         attempt to do so shall be void. However, payment shall be made in
         accordance with the provisions of any judgment, decree, or order which:
         (a)      creates for, or assigns to, a spouse, former spouse, child or
                  other dependent of a Participant the right to receive all or a
                  portion of the Participant's benefits under the Plan for the
                  purpose of providing child support, alimony payments or
                  marital property rights to that spouse, child or dependent,
         (b)      is made pursuant to a State domestic relations law,
         (c)      does not require the Plan to provide any type of benefit, or
                  any option, not otherwise provided under the Plan, and
         (d)      otherwise meets the requirements of Section 206(d) of ERISA,
                  as amended, as a "qualified domestic relations order", as
                  determined by the Plan Administrator, in its sole discretion.

9.02     The establishment of the Plan shall not confer any legal rights upon
         any Employee or other person for a continuation of employment, nor
         shall it interfere with the rights of the Employer to discharge any
         Employee and to treat him without regard to the effect which that
         treatment might have upon him as a Participant or potential Participant
         in the Plan.

9.03     If the Plan Administrator shall find that a Participant or other person
         entitled to a benefit is unable to care for his affairs because of
         illness or accident or is a minor, the Plan Administrator, in its sole
         discretion, may direct that any benefit due him, unless claim shall
         have been made for the benefit by a duly appointed legal
         representative, be paid to his spouse, a child, a parent or other blood
         relative, or to a person with whom he resides. Any payment so made
         shall be a complete discharge of the liabilities of the Plan for that
         benefit.

9.04     Each Participant, Beneficiary or other person entitled to a benefit,
         before any benefit shall be payable to him or on his account under the
         Plan, shall file with the Plan Administrator the information that the
         Plan Administrator, in its sole discretion, shall require to establish
         his rights and benefits under the Plan.
<PAGE>
Article 10.  Amendment, Merger and Termination

10.01    Amendment
         (a)      The sponsoring organization may amend any part of the Plan.
         (b)      The Employer may:
                  (i)   Change the choice of options in the Adoption Agreement,
                  (ii)  Add overriding language in the Adoption Agreement when
                        such language is necessary to satisfy Section 415 or
                        Section 416 of the Code because of the required
                        aggregation of multiple plans, and
                  (iii) Add certain model amendments published by the Internal
                        Revenue Service which specifically provide that their
                        adoption shall not cause the Plan to be treated as
                        individually designed. An Employer that amends the Plan
                        for any other reason shall no longer participate in this
                        prototype plan and shall be considered to have an
                        individually designed plan. When this Plan is used to
                        amend an existing plan, the terms and conditions of the
                        prior plan document shall prevail as to obligations and
                        rights of the parties to the Plan during the effective
                        period of the prior plan document. No amendment to the
                        Plan shall decrease the accrued benefit, or Account
                        balance of any Participant. If the Employer amends any
                        of the provisions of this Plan, it shall be considered
                        to be an individually designed plan.

10.02    No amendment to the Plan shall be effective to the extent that it has
         the effect of decreasing a Participant's Account balance or eliminating
         a benefit that is "protected" pursuant to Section 411(d)(6) of the
         Code.

10.03    In the event that the vesting schedule of the Plan is amended, a
         Participant's nonforfeitable percentage of his Employer Account
         (determined as of the later of the date such amendment is adopted or
         the date such amendment becomes effective) of any Employee who is a
         Participant of the Plan shall not be less than the nonforfeitable
         percentage computed under the Plan without regard to such amendment. In
         addition, each Participant who has completed at least three years of
         service may elect after the adoption of such amendment, to have his
         nonforfeitable percentage computed under the Plan without regard to
         such amendment. The period during which a Participant can elect an old
         vesting schedule shall commence with the date the amendment is adopted
         and shall end on the latest of:
         (a)      60 days after the amendment is adopted,
         (b)      60 days after the amendment becomes effective, or
         (c)      60 days after the Participant is issued written notice of the
                  amendments by the Employer or the Plan Administrator.

10.04    The Plan may not be merged or consolidated with, and its assets or
         liabilities may not be transferred to, any other plan unless each
         person entitled to benefits under the Plan would, if the resulting plan
         were then terminated, receive a benefit immediately after the merger,
         consolidation, or transfer which is equal to or greater than the
         benefit he would have been entitled to receive immediately before the
         merger, consolidation, or transfer if the Plan had then terminated.

10.05    If any company is or becomes a subsidiary of or associated with the
         Employer, through its Board of Directors, if any, may include the
         employees of that subsidiary or associated company in the
<PAGE>
         membership of the Plan upon appropriate action by that company
         necessary to adopt the Plan. In that event, or if any persons become
         Employees of an Employer as the result of merger or consolidation or as
         the result of acquisition of all or part of the assets or business of
         another company, the Employer shall determine to what extent, if any,
         previous service with the subsidiary, associated or other company shall
         be recognized under the Plan, but subject to the continued
         qualification of the trust for the Plan as tax-exempt under the Code.

10.06    Any subsidiary or associated company may terminate its participation in
         the Plan upon appropriate action by it. In that event the funds of the
         Plan held on account of Participants in the employ of that company, and
         any unpaid balances of the Accounts of all Participants who have
         separated from the employ of that company, shall be determined by the
         Plan Administrator. Those funds shall be distributed as provided in
         Section 10.07 if the Plan should be terminated, or shall be segregated
         by the Trustees as a separate trust, pursuant to certification to the
         Trustees by the Plan Administrator, continuing the Plan as a separate
         plan for the employees of that company under which the board of
         directors of that company shall succeed to all the powers and duties of
         the Board of Directors, if any, including the appointment of the
         members of the Plan Administrator.

10.07    The Employer, through its Board of Directors, if any, may terminate the
         Plan or completely discontinue contributions under the Plan for any
         reason at any time. In the case of termination or partial termination
         of the Plan, or a complete discontinuance of Employer contributions to
         the Plan, the right of affected Participants to their Accounts under
         the Plan as of the date of the termination, partial termination, or
         discontinuance shall be non-forfeitable. The amount in each
         Participant's Accounts shall be distributed, as the Employer shall
         direct, to him or for his benefit. In the event the Participant's
         Accounts exceed (or at the time of any prior distribution exceeded)
         $3,500, the distribution shall not be made prior to the Participant's
         65th birthday without the consent of the Participant and the
         Participant's spouse, if any, to that earlier distribution.


<PAGE>
EXHIBIT 10.2(II) - THE MERCHANTS NATIONAL BANK NON-STANDARDIZED 401(K) SAVINGS
                   PLAN AND TRUST PROTOTYPE PLAN ADOPTION AGREEMENT

                             BUCK CONSULTANTS, INC.
                                NON-STANDARDIZED
                  401(K) SAVINGS PLAN AND TRUST PROTOTYPE PLAN
                            ADOPTION AGREEMENT (#002)

                        IRS SERIAL #    D8310524     Date       12/13/93
                                    -----------------      -------------

The The Merchants National Bank
-----------------------------------------------------------
(exact legal name of Employer)

(hereinafter referred to as the Employer), having its principal place of
business in

 Hillsboro                      Ohio
--------------------------------------
(City)                   (State)

hereby adopts Buck Consultants, Inc. Non-Standardized 401(k) Savings Plan and
Trust Prototype Plan, and further appoints as:

Trustee(s),  Paul Pence, Jr., Donald E. Fender, Jr., and Jack E. Walker
            -----------------------------------------------------------
                                                                       ;
           -----------------------------------------------------------

Named Fiduciary*,              "Same"                                          ;
                  -------------------------------------------------------------

Plan Administrator*,           "Same"                                      ; and
                     ------------------------------------------------------

Agent for Legal Service of Process*,      "Same"                               .
                                     ------------------------------------------

         *If same as Employer, write "Same".

The Employer's Tax Year begins        1/1        and ends      12/31      .
                               ----------------           ----------------

Employer Telephone Number (513)393-1993          .
                          -----------------------

Business Code Number (same as shown on Form 1120)   6090                       .
                                                  -----------------------------

Date Business Commenced         1879            .
                        ------------------------

In connection herewith, the Employer makes the following statements and
selections:

     This Plan shall be known as  The Merchants National Bank Profit Sharing and
                                ------------------------------------------------
                            (name of Employer)

                                  401(k) Savings Retirement Plan and Trust which
     ---------------------------
<PAGE>
         shall be identified by Employer I.D. # 31-0373340   and Plan Serial

         #002 (001, 002, etc. - assign sequentially).

The employer maintains, or has maintained, the following qualified plans: (List
all plans ever maintained by the Employer starting with Plan Serial #001.)

   Plan                        Status
  Serial #     Type of Plan    In Force   Terminated
  --------     ------------    --------   ----------

  001         Defined Benefit    [X]         [ ]
-----------  -----------------
                                 [ ]         [ ]
-----------  -----------------
                                 [ ]         [ ]
-----------  -----------------

         This Employer is:                        [ ]   Sole Proprietor
                                                  [ ]   Partnership
                                                  [X]   Corporation
                                                  [ ]   S Corporation
                                                  [ ]   Professional Corporation
                                                  [ ]   Non Profit Corporation

In the case of a group of employers which constitutes a Controlled Group of
Corporations, or an Affiliated Service Group [as defined in Sections 414(b) and
414(m), respectively, of the Internal Revenue Code], or which constitutes one or
more trades or businesses whether or not incorporated which are under common
control [as defined in Section 414(c)], all such employers shall be considered a
single employer for purposes of determining plan qualification, minimum
participation, benefit accrual, vesting standards, and limitations on benefits
and contributions. The employers listed below are required to be aggregated with
the adopting employer under Code Sections 414 (b), (c) or (m), and shall
participate in this Plan to the extent indicated as evidenced by written
resolution adopting this Plan. (If there are no affiliated employers, indicate
None.)

    Employer        Employer                     Participating    Participation



     Name            I.D. #                      Employer         Effective Date
     ----            ------                      --------         --------------

                               [ ] Yes  [ ] No
--------------  ---------------
                               [ ] Yes  [ ] No
--------------  ---------------
                               [ ] Yes  [ ] No
--------------  ---------------

If this Plan and Trust is adopted by more than one member of the aggregation
group, this Plan
<PAGE>
[ ]      (a)      shall be administered as one plan (i.e., contributions and
                  forfeitures shall not be separated for each participating
                  Employer).

[ ]      (b)      shall be administered as a single employer plan for each
                  participating Employer [i.e., contributions shall be made by
                  each Employer only for those Participants employed by such
                  Employer and forfeiture shall be used to reduce the
                  contribution made by the applicable Employer - each asset pool
                  shall be considered a separate plan which must independently
                  satisfy Code Section 401(a)(26)].

Any Employee of a participating Employer must receive credit for service while
employed by any member of the aggregation group (including non-participating
employers) for purposes of vesting and eligibility under this Plan from the date
such Employer became a member of the aggregation group.

A-1.13 The adoption of this Plan constitutes: (check appropriate statement and
                  provide information)

                  [ ]      (a)      The initial adoption of this Plan and Trust
                                    by the Employer. The Effective Date of this
                                    Plan is                            .
                                            ---------------------------
                                     (month/day/year)

                  [x]      (b)      An [x] amendment and restatement, or [ ]
                                    merger of the following Plan(s) known as
                                                                              ,
                                    ------------------------------------------
                                    (name of Plans and Trusts)

                                    with the original effective date(s) of

                                     January 1, 1992                          .
                                    ------------------------------------------
                                    (month/day/year)

                                    The effective date of this amendment and
                                    restatement is

                                     January 1, 1992                           .
                                    ------------------------------------------
                                    (month/day/year)


                                ================
                                 1. DEFINITIONS
                                ================

A-1.11(a)      Compensation with respect to any Participant means:

                     [ ]      "Code Section 415 Compensation."

                     [x]      Compensation reportable as wages on Form W-2.
<PAGE>

                  (b)      However, for non-integrated plans, Compensation shall
                           exclude (select all that apply):

                           [ ]      N/A  No exclusions

                           [ ]      overtime

                           [x]      bonuses

                           [ ]      commissions

                           [ ]      other

                  (c)      For purposes of this Section, Compensation shall be
                           based on:

                           [x]      the Plan Year.

                           [ ]      the Fiscal Year coinciding with or ending
                                    within the Plan Year.

                           [ ]      the Calendar Year coinciding with or ending
                                    within the Plan Year.

                              NOTE:      The Limitation Year shall be the same
                                         as the year on which Compensation is
                                         based.

                  (d)      However, for an Employee's first year of
                           participation, Compensation shall be recognized as
                           of:

                           [ ]      the first day of the Plan Year.

                           [x]      the date the Participant entered the Plan.

                  (e)      In addition, Compensation and "Code Section 414(s)
                           Compensation"

                           [x] shall [ ] shall not include compensation which is
                           not currently includible in the Participant's gross
                           income by reason of the application of Code Sections
                           125, 402(a)(8), 402(h)(1)(B) or 403(b).

A-1.27   Plan Year: (select one and complete)

                  [x]      (a)      the consecutive 12 month period for which
                                    records for this Plan shall be maintained
                                    beginning January 1 and ending December 31 .

                  [ ]      (b)      Short Plan Year? [ ] No [ ] Yes, beginning
                                    ________________ and ending _____________.
                                    Subsequent Plan Years shall be the
                                    consecutive 12-month period commencing each
                                    _____________ and ending each _____________.
                                    (The Plan
<PAGE>
                                    must retain its qualified status during this
                                    period.) Adjustments for eligibility and
                                    vesting shall be made as required by Section
                                    5.09(c) if the Plan Year is changed.

A-1.28            For purposes of establishing Present Value to compute the
                  top-heavy ratio, any benefit (under a Defined Benefit plan)
                  shall be discounted for mortality and interest based on the
                  following: (If the Employer maintains a defined benefit plan,
                  this section must be completed.)

                         Interest Rate 6%   Mortality Table UP-84 (set back
                                                            0 years for males;
                                                            5 years for females)

A-1.37            Valuation Date: shall mean the last day of the Plan Year
                  unless another date or dates are indicated below:

                  March 31, June 30, September 30, December 31
                  ____________________________________________

A-1.39   (a)      Years of Service with a predecessor employer;

                  Years of Service with _______________________, for whom this
                  Employer - does not maintain a predecessor plan shall be
                  considered under the Plan for purposes of: (select as desired)

                           [ ]      Vesting

                           [ ]      Eligibility

                           [x]      None of the above

                  (b)      Vesting Years of Service: Years of Service credited
                           for vesting shall exclude the years checked below
                           subject to Section 5.09: (select as desired)

                           [ ]      Years of Service before the Employee's _____
                                    (cannot exceed 18th) birthday. (If Hours
                                    Method is used, the Plan Year in which the
                                    Employee attains age 18 shall not be
                                    excluded.)

                           [ ]      Years of Service prior to the original
                                    Effective Date of this Plan or a predecessor
                                    plan.

                           [ ]      Years of Service prior to ________________.
                                    (Date selected may not be later than the
                                    original effective date of this Plan or a
                                    predecessor plan.)
<PAGE>
                           Note:    In general, a predecessor plan is a plan
                                    which terminates within the five-year period
                                    immediately preceding or following the
                                    establishment of this Plan.

                  (c)      Years of Service shall be computed under the
                           following method: (select one)

                           [x]      (1)    Hours Method -- based on the actual
                                           Hours of Service credited to the
                                           Employee during the applicable
                                           computation period.

                           [ ]      (2)    Elapsed Time Method -- based on the
                                           total time an Employee is employed
                                           without regard to actual hours
                                           credited as explained in Section 1.39
                                           of this Plan.

                                ================
                                 2. ELIGIBILITY
                                ================

A-2.01 (a)       For purposes of plan coverage and benefits, employees of
                           affiliated employers required to be aggregated with
                           the Employer under Section 414(b), (c) or (m) of the
                           Code shall not be treated as Employees of the
                           Employer unless such affiliated employers are
                           identified as Participating Employers on page 2 of
                           this Adoption Agreement.

                           For purposes of plan coverage and benefits, the term
                           "Employee"

                           [ ]      shall include

                           [ ]      shall not include

                           [x]      N/A (Employer has no "leased employees.")

                           "leased employees" who are required to be considered
                           employees of the Employer under Code Section 414(n).

                  (b)      The following classes of Employees of the Employer
                           shall be eligible to participate in the Plan:

                           [x]      All Employees except Employees who are
                                    non-resident aliens who have no income from
                                    the Employer subject to U.S. income tax.

                           [ ]      Hourly paid Employees

                           [ ]      Salaried Employees
<PAGE>
                           [ ]      All Employees except Employees included in a
                                    unit of Employees covered by a collective
                                    bargaining agreement between the Employer
                                    and Employee representatives, if retirement
                                    benefits were the subject of good faith
                                    bargaining. For this purpose, the term
                                    "employee representatives" does not include
                                    any organization more than half of whose
                                    members are Employees who are owners,
                                    officers, or executives of the Employer.

                           [ ]      Other

                  (c)      Minimum age and service requirements:  (select one)

                           [x]      (1)    An Employee shall become a
                                           Participant on the Entry Date
                                           coincident with or next following Age
                                           21 (cannot exceed 21) and the
                                           completion of 1000 (cannot exceed 1
                                           year) Hours of Service. MUST HAVE AT
                                           LEAST 2 ENTRY DATES, i.e. CANNOT
                                           ELECT (e)(1) BELOW.

                                           If the year of Eligibility Service
                                           includes a fractional year, an
                                           Employee shall not be required to
                                           complete any specified number of
                                           Hours of Service to receive credit
                                           for such fractional year.

                           [ ]      (2)    An Employee shall become a
                                           Participant on the Entry Date
                                           coincident with or next following Age
                                           _____ (cannot exceed 20 1/2) and the
                                           completion of _______ [cannot exceed
                                           1/2 year (6 months)] year of
                                           Eligibility Service. USE THIS
                                           PROVISION ONLY WHEN (e)(1) (ONE ENTRY
                                           DATE) IS ELECTED BELOW.

                                           If the year of Eligibility Service
                                           includes a fractional year, an
                                           Employee shall not be required to
                                           complete any specified number of
                                           Hours of Service to receive credit
                                           for such fractional year.

                  (d)      The preceding election in A-2.01(c) notwithstanding,
                           Employees who are actively employed _________________
                           on shall be deemed to have satisfied the

                           [ ]      (1)    Age requirement as of the Effective
                                           Date.

                           [ ]      (2)    Service requirements as of the
                                           Effective Date.

                           [ ]      (3)    Age and service requirements as of
                                           the Effective Date.

                           [x]      (4)    N/A (Age and Service requirements in
                                           A-2.01(c) apply to all Employees.)
<PAGE>
                  (e)      Entry Date:  Shall mean:  (select one)

                           [ ]      (1)    First day of Plan Year.

                           [x]      (2)    First day of Plan Year and the date 6
                                           months after the first day of the
                                           Plan Year.

                           [ ]      (3)    The first day of the Plan Year and
                                           the dates which are 3, 6 and 9 months
                                           after the first day of the Plan Year.

                           [ ]      (4)     First day of each month.





      ====================================================================
                 3. PROFIT SHARING CONTRIBUTIONS AND ALLOCATIONS
      ====================================================================

A-3.01   Contributions

                  =================================================
                    Complete only if discretionary
                    contributions are being made in addition
                    to contributions made in accordance with
                    the selections under Section 4 - Cash or
                    Deferred Arrangement (CODA).
                  =================================================

                  (a)      The Employer shall contribute [select (1) or (2)]

                           [ ]      (1)    out of current or accumulated
                                           profits.

                           [x]      (2)    without regard to current or
                                           accumulated profits.

                           The amount of such contribution shall be [select (3)
                           or (4)]

                           [x]      (3)    as determined by the Board of
                                           Directors each year.

                           [ ]      (4)     Other

                  (b)      Allocation of contributions under A-3.01(a) above
                           shall be made for all Participants who are credited
                           with at least [select (1), (2), or (3)]

                           [x]      (1)     1,000 Hours of Service

                           [ ]      (2)     500 Hours of Service
<PAGE>
                           [ ]      (3)     one Hour of Service

                           during the Plan Year [select (4) or (5)]

                           [ ]      (4)    regardless of whether or not employed
                                           on the last day of the Plan Year.

                           [x]      (5)    and is employed by the Employer on
                                           the last day of the Plan Year.

                           The preceding notwithstanding, the Plan Years
                           beginning after December 31, 1989, if the Plan would
                           otherwise fail to satisfy the requirements of Code
                           Sections 401(a)(26) or 410(b) because the Employer
                           contributions have not been allocated to a sufficient
                           number or percentage of Participants for a Plan Year,
                           then the following rules shall apply:

                                    (1)    The group of Participants eligible to
                                           share in the Employer's contribution
                                           shall be expanded to include all
                                           Participants who are employed on the
                                           last day of the Plan Year and who are
                                           credited with at least 500 Hours of
                                           Service.

                                    (2)    If after the application of paragraph
                                           (1) above, the applicable test is
                                           still not satisfied, then the group
                                           of Participants eligible to share in
                                           the Employer's contribution shall be
                                           further expanded to include all
                                           Participants who are credited with at
                                           least 500 Hours of Service regardless
                                           of employment on the last day of the
                                           Plan Year.

                                    Note:  Employer includes all employers which
                                           are required to aggregated with the
                                           Employer under Code Sections 414(b),
                                           (c) or (m).

                  (c)      If a Participant dies, retires, or becomes disabled
                           during the Plan Year and does not complete the hours
                           requirement for a contribution, an allocation

                           [ ]      (1)    shall not be made on such
                                           Participant's behalf for such Plan
                                           Year.

                           [x]      (2)    shall be made on such Participant's
                                           behalf for such Plan Year.

                  (d)      Employer contributions under this Section and
                           forfeitures, if applicable, shall be allocated to
                           Participant's Accounts as follows:

<PAGE>
                           [x]      (1)    NON-INTEGRATED FORMULA
                                           On a pro-rata basis to all
                                           Participants in the proportion that a
                                           Participant's Compensation bears to
                                           the total of all Participants'
                                           Compensation.

                           [ ]      (2)    INTEGRATED FORMULA (INTEGRATED WITH
                                           SOCIAL SECURITY)

                                           STEP ONE: In any Plan Year the Plan
                                           is Top-Heavy contributions shall be
                                           allocated to all Participants in the
                                           ratio that each Participant's
                                           Compensation bears to all
                                           Participants' Compensation, but not
                                           in excess of 3% of such Compensation.

                                           (If the plan is not top-heavy,
                                           proceed to step two.)

                                           STEP TWO: Any contributions not
                                           allocated in STEP ONE shall be
                                           allocated to each Participant's
                                           Account in the ratio that the sum of
                                           each Participant's total Compensation
                                           plus Compensation in excess of the
                                           integration level bears to the sum of
                                           all Participants' total Compensation
                                           plus Compensation in excess of the
                                           integration level, but not in excess
                                           of the maximum disparity rate.

                                           STEP THREE: Any remaining Employer
                                           contributions shall be allocated to
                                           each Participant's Account in the
                                           ratio that each Participant's total
                                           Compensation for the Plan Year bears
                                           to all Participants' total
                                           Compensation for that year.

                                           For purpose of this Section,
                                           Compensation shall mean Compensation
                                           as defined in Section 1.11 of the
                                           Plan.

                                           The integration level shall be:

                                           [ ]    (i)    The Taxable Wage Base
                                                         (The maximum amount of
                                                         earnings which may be
                                                         considered wages for a
                                                         year under Section
                                                         3121(a)(1) of the Code
                                                         in effect as of the
                                                         first day of the Plan
                                                         Year.)

                                            [ ]   (ii)   $_______________ (Must
                                                         be less than the
                                                         Taxable Wage Base.)

                                            The maximum profit sharing disparity
                                            rate is equal to the lesser of:

                                            (a)   5.7% or
<PAGE>
                                            (b)   The applicable percentage
                                                  determined in accordance with
                                                  the table below:

                                                     If the integration level:

<TABLE>
<CAPTION>
                                                     Is more     But not more    The applicable
                                                     than           than         percentage is
                                                     ----           ----         -------------

<S>                                                              <C>             <C>
                                                      $0.00         $X*             5.7%
</TABLE>
<PAGE>
<TABLE>
<S>                                                              <C>             <C>
                                                        X*       80% of TWB***      4.3%
                                                    80% of TWB***  Y**              5.4%
</TABLE>

                                              * X  =  the greater of $10,000 or
                                                      20% of the TWB.
                                            **  Y  =  any amount more than 80%
                                                      of the TWB but less than
                                                      100% of the TWB.
                                            ***TWB =  Taxable Wage Base at the
                                                      beginning of the Plan
                                                      Year. The TWB for 1989 was
                                                      $48,000, $51,300 for 1990
                                                      and $53,400 for 1991.

                  (e)      Is any Employee who is eligible to participate under
                           this Plan covered by any other plan [including plans
                           of non-participating employers required to be
                           aggregated under Section 414(b), (c), or (m) of the
                           Code] which is integrated with Social Security?

                           [ ]      (1)     No

                           [ ]      (2)     Yes

A-3.02(a)         Rollover contributions:

                           [ ]      (1)      shall not be permitted under this
                                             Plan.

                           [x]      (2)     shall be permitted under this Plan.

                  (b)      Rollover contributions shall be accepted from:

                           [ ]      (1)     Participants only.

                           [x]      (2)     Participants and non-Participants
                                            (otherwise eligible Employees who
                                            have not yet satisfied the age
                                            and/or service requirements for
                                            participation).

A-3.04 ALLOCATION OF EARNINGS shall be based on (select one):

                           [x]      the Account balance as of the beginning of
                                    the allocation period plus 1/2 of all
                                    contributions allocated at the end of the
                                    allocation period, plus investment transfers
                                    in, and minus all withdrawals and investment
                                    transfers out.

                           [ ]      the Account balance as of the beginning of
                                    the allocation period plus 1/2 of the
                                    Elective Deferral Contributions made by the
                                    Participant during the allocation period,
                                    plus investment transfers in and minus all
                                    withdrawals and investment transfers out.
<PAGE>

                           [ ]      the Account balance as of the beginning of
                                    the allocation period plus 1/2 of the
                                    Elective Deferral Contributions and rollover
                                    contributions made by the Participant during
                                    the allocation period, plus investment
                                    transfers in and minus all withdrawals and
                                    investment transfers out.

                           [ ]      the Account balance as of the beginning of
                                    the allocation period plus investment
                                    transfers in, and minus all withdrawals and
                                    investment transfers out.

                           [ ]      the Account balance as of the beginning of
                                    the allocation period plus all contributions
                                    allocated at the end of the allocation
                                    period and investment transfers in, and
                                    minus all withdrawals and investment
                                    transfers out.

A-3.11 Participants may direct the Trustee as to the investment of their
                  individual Account balances which are attributable to: (check
                  all which apply)

                  [x]  (a)          Elective Deferrals, if any.

                  [x]  (b)          Employer Matching Contributions, if any, are
                                    invested the same as Elective Deferrals.

                  [ ]  (c)          Rollovers, if any.

                  [ ]  (d)          All contributions regardless of source.

                  [ ]  (e)          None of the above -- Participants may not
                                    direct the investment of their accounts.

A-3.16   Participant Loans

                  [x]  (a)          shall be permitted in accordance with the
                                    Employer's written loan policy.

                  [ ]  (b)          shall not be permitted.


================================================================================
If the Employer maintains or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, the Employer must complete this Section. The Employer must also
complete this Section if it maintains a welfare benefit fund, as defined in
Section 419(e) of the Code, or an individual medical account, as defined in
Section 415(1)(2) of the Code, under which amounts are treated as Annual
Additions with respect to any Participant in this Plan.
================================================================================

A-3.27 If the Participant is covered under another qualified Defined
                  Contribution plan maintained by the Employer, other than a
                  Master or Prototype plan:
<PAGE>

                  [x] (a) N/A

                  [ ] (b) The provisions of Sections 3.20 and 3.21 of Article 3
                                    shall apply as if the other plan were a
                                    Master or Prototype plan.

                  [ ] (c) The amount of Annual Additions credited to a
                                    Participant under this Plan shall be limited
                                    so that the total Annual Additions allocated
                                    to the Participant does not exceed the
                                    Maximum Permissible Amount.

                  [ ] (d) The amount of Annual Additions credited to a
                                    Participant under the other Plan maintained
                                    by the Employer shall be limited so that the
                                    total Annual Additions allocated to the
                                    Participant does not exceed the Maximum
                                    Permissible Amount.

A-3.28 If the Participant is or has ever been a Participant in a Defined Benefit
                  plan maintained by the Employer:

                  [ ]   (a)  N/A

                  [x]   (b) The Annual Additions which may be
                                    credited to the Participant's Account under
                                    this Plan shall not be limited other than by
                                    the Maximum Permissible Amount as defined in
                                    Section 3.29(i). If the sum of the Defined
                                    Benefit Fraction and the Defined
                                    Contribution Fraction would otherwise exceed
                                    1.0, such sum shall be reduced so as to not
                                    exceed 1.0 by adjusting the Participant's
                                    Projected Annual Benefit under the Defined
                                    Benefit plan.

                  [ ] (c) If the sum of the Defined Benefit Fraction and the
                                    Defined Contribution Fraction would
                                    otherwise exceed 1.0, such sum shall be
                                    reduced so as to not exceed 1.0 by adjusting
                                    the Participant's Annual Additions under
                                    this Plan.

             =====================================================
                     4. CASH OR DEFERRED ARRANGEMENT (CODA)
             =====================================================

A-4.01   ELECTIVE DEFERRALS

                  (a)      An eligible Employee may elect to have his
                           Compensation reduced by

                           [x]      from 1 % to 15 %

                           [ ]
                                         (Specify)

                           Such election shall be in writing and in a form and
                           manner specified by the Plan Administrator.
<PAGE>
                  (b)      A Participant may elect to commence, or modify the
                           amount of, Elective Deferrals as of:

                           [ ]      the first day of each Plan Year.

                           [ ]      the first day of each Plan Year and the date
                                    6 months after the first day of each Plan
                                    Year.

                           [x]      the first day of each Plan Year quarter.

                           The Plan Administrator may permit an additional
                           election in the event an Actual Deferral Percentage
                           Test performed during the Plan Year permits or
                           requires an adjustment in the deferral percentages.

A-4.02   MATCHING CONTRIBUTIONS

                  (a)      The Employer [select (1) or (2)]

                           [x]      (1)     shall

                           [ ]      (2)     shall not

                           make Matching Contributions to the Plan on behalf of
                           all Participants who elect to have Elective Deferrals
                           made under the Plan and who are credited with at
                           least [select (3), (4) or (5)]

                           [ ]      (3)     1,000 Hours of Service

                           [ ]      (4)     500 Hours of Service

                           [x]      (5)     one Hour of Service

                           during the Plan Year [select (6) or (7)]

                           [x]      (6)     regardless of whether or not
                                            employed on the last day of the Plan
                                            Year.

                           [ ]      (7)     and is employed by the Employer on
                                            the last day of the Plan Year.

                           The preceding notwithstanding, for Plan Years
                           beginning after December 31, 1989, if the Plan would
                           otherwise fail to satisfy the requirements of Code
                           Sections 401(a)(26) or 410(b) because the Employer
                           contributions have not been allocated to a sufficient
                           number or percentages of Participants for a Plan
                           Year, then the following rules shall apply:
<PAGE>

                                    (1)     The group of Participants eligible
                                            to share in the Employer's
                                            contribution shall be expanded to
                                            include all Participants who are
                                            employed on the last day of the Plan
                                            Year and who are credited with at
                                            least 500 Hours of Service.

                                    (2)     If after the application of
                                            paragraph (1) above, the applicable
                                            test is still not satisfied, then
                                            the group of Participants eligible
                                            to share in the Employer's
                                            contribution shall be further
                                            expanded include all Participants
                                            who are credited at least 500 Hours
                                            of Service regardless of employment
                                            on the last day of the Plan Year.

                           Note:    Employer includes all employers which are
                                    required to be aggregated with the Employer
                                    under Code Sections 414(b), (c) or (m).

                  (b)      The Employer shall contribute and allocate to each
                           Participant's Matching Contribution Account:

                           [ ]      an amount equal to __________ percent of the
                                    Participant's Elective Deferrals.


                           [x]      a discretionary matching contribution equal
                                    to a percentage (to be determined each year
                                    by the Employer) of each Participant's
                                    Elective Deferrals.

                  (c)      The Employer shall not match Elective Deferrals in
                           excess of ____ percent of a Participant's (select
                           one):

                           [ ]      Compensation per pay period.

                           [ ]      annual Compensation.

                  (d)      The Matching Contribution allocated to any
                           Participant's account for the Plan Year shall not
                           exceed (select one):

                           [ ]      $

                           [ ]      ______ percent of the Participant's annual
                                    Compensation.

                           [x]      N/A

                  (e)      Matching Contributions shall be vested in accordance
                           with the following schedule (select one):

                           [ ]      100% vested at all times.
<PAGE>
                           [x]      The vesting schedule as elected in A-5.09(b)
                                    of the Adoption Agreement.

                  (f)      Matching contributions shall be made (select one):

                           [ ]      only from current or accumulated profits.

                           [x]      without regard to current or accumulated
                                    profits.

A-4.03(F)         Qualified non-elective contributions shall be allocated to the
                  accounts of Participants who are not Highly Compensated
                  Employees and who are credited with at least [select (1), (2)
                  or (3)]

                           [ ]      (1)     1,000 Hours of Service

                           [ ]      (2)     500 Hours of Service

                           [x]      (3)     one Hour of Service

                           during the Plan Year [select (4) or (5)]

                           [ ]      (4)      regardless of whether or not
                                             employed on the last day of the
                                             Plan Year.

                           [x]      (5)      and is employed by the Employer on
                                             the last day of the Plan Year.

                           The preceding notwithstanding, for Plan Years
                           beginning after December 31, 1989, if the Plan would
                           otherwise fail to satisfy the requirements of Code
                           Sections 401(a)(26) or 410(b) because the Employer
                           contributions have not been allocated to a sufficient
                           number or percentage of Participants for a Plan Year,
                           then the following rules shall apply:

                           (1)      The group of Participants eligible to share
                                    in the Employer's contribution shall be
                                    expanded to include all Participants who are
                                    employed on the last day of the Plan Year
                                    and who are credited with at least 500 Hours
                                    of Service.

                           (2)      If after the application of paragraph (1)
                                    above, the applicable test is still not
                                    satisfied, then the group of Participants
                                    eligible to share in the Employer's
                                    contribution shall be further expanded to
                                    include all Participants who are credited
                                    with at least 500 Hours of Service
                                    regardless of employment on the last day of
                                    the Plan Year.

                           Note:    Employer includes all employers required to
                                    be aggregated with the Employer under Code
                                    Sections 414(b), (c) or (m).
<PAGE>

A-4.08 Pre-retirement distributions of all or any portion of a Participant's
                  Account balance, including Elective Deferrals and qualified
                  non-elective contributions, upon attainment of age 59 1/2
                  (may not be less than 59 1/2)

                  [x]      (a)      shall

                  [ ]      (b)      shall not

                  be permitted provided the Participant is 100% vested, and the
                  balance in the Participant's Account has accumulated for at
                  least two years, or the Participant has completed five years
                  of participation in the Plan.

A-4.11 Distribution on account of financial hardship

                  [x]      (a)      shall

                  [ ]      (b)      shall not

                  be permitted to the extent provided in Section 4.11, and
                  subject to applicable regulations.



                          ============================
                                   5. BENEFITS
                          ============================

A-5.01 Normal Retirement Date: (select one)

                  [x]      (a)      The later of the first day of the month on
                                    or following a Participant's 65th (cannot be
                                    less than 55th or exceed 65th) birthday or
                                    the first day of the month on or following
                                    the N/A (lst - 5th or N/A) anniversary in
                                    which (select one)

                                    [ ]     participation commenced

                                    [ ]     the Employee first performed an Hour
                                            of Service

                                    but in no event later than the first day of
                                    the month on or following a Participant's
                                    ____________ birthday.

                  [ ]      (b)      The later of the first day of the Plan Year
                                    nearest a Participant's (cannot be less than
                                    55th or exceed 65th) birthday, or the first
                                    day of the Plan Year nearest the ___________
                                    (1st - 5th or N/A) anniversary in which
                                    (select one)

                                    [ ]     participation commenced
<PAGE>


                                    [ ]     the Employee first performed an Hour
                                            of Service but in no event later
                                            than the first day of the Plan Year
                                            nearest a Participant's
                                            _______________ birthday.

A-5.03   Disability Retirement Benefit

                  In the event of total and permanent Disability, a Participant
                  shall: (select one)

                  [x]      (a)      automatically become 100% Vested in the
                                    Account.

                  [ ]      (b)      be entitled to the vested Account based on
                                    the vesting schedule designated in the
                                    Adoption Agreement.

A-5.06   Benefits shall be distributed

                  [x]      (a)      only in the form of a single lump-sum
                                    payment. (May not elect if other forms were
                                    available immediately preceding the adoption
                                    of this Plan.)

                  [ ]      (b)      in accordance with the provisions of Section
                                    5.11.


A-5.09(B)         The vesting schedule for benefits (derived from the Employer's
                  contributions pursuant to Article 3) upon termination of
                  employment shall be determined according to the selection
                  based on years of Vesting Service as credited in accordance
                  with A-1.39: (select one)

                  [ ]      (a)      100% vested at all times

                  [x]      (b)      100% vested after 5 (not to exceed 5) years
                                    of Vesting Service.

                  [ ]      (c)      20% vested after 2 years of Vesting Service
                                    40% vested after 3 years of Vesting Service
                                    60% vested after 4 years of Vesting Service
                                    80% vested after 5 years of Vesting Service
                                    100% vested after 6 years of Vesting Service

                  [ ]      (d)      20% vested after 3 years of Vesting Service
                                    40% vested after 4 years of Vesting Service
                                    60% vested after 5 years of Vesting Service
                                    80% vested after 6 years of Vesting Service
                                    100% vested after 7 years of Vesting Service
<PAGE>

                  [ ]      (e)      Specify: (Must in all years be as favorable
                                    as the schedule in (b) above, or as
                                    favorable as the schedule in (d) above.)

                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service


                           NOTE:    IF THIS IS A RESTATED PLAN AND THE VESTING
                                    SCHEDULE HAS BEEN AMENDED, ENTER THE
                                    PRE-AMENDMENT SCHEDULE BELOW:

                  [ ]      (f)      __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service


                  [ ]      (g)      Vesting schedule has not been amended or is
                                    more favorable than prior schedule at all
                                    points in time.

A-5.09(D)         Distributions upon termination of service shall be made as
                  soon as administratively feasible following:

                  [x]      (a)      Termination of employment.

                  [ ]      (b)      The end of the Plan Year following
                                    termination of employment.

                  [ ]      (c)      The end of the Plan Year during which a
                                    One-Year Break in Service occurs.

                  [ ]      (d)      Normal Retirement Date, Death, or
                                    Disability.

                  Note:    May not be more restrictive than the provision in
                           effect immediately preceding the adoption of this
                           Plan.
<PAGE>
                            ========================
                                  8. TOP-HEAVY
                            ========================


 =============================================================================
 Before completing this Section of the Adoption Agreement, the Employer should
 carefully read Article 8 of the Prototype Plan Document.
 =============================================================================

A-8.04 Minimum Top-heavy Allocations: The purpose of this Section A-8.04 is to
                  coordinate Top-Heavy minimum contributions or benefits when
                  two or more plans of the Employer are involved. If the
                  Employer maintains only this plan, and has never maintained a
                  Defined Benefit plan, the Employer is required to complete
                  only Section (d). If the Employer maintains (or has
                  maintained) a Defined Benefit plan, this Section should be
                  completed with only the advice of that plan's actuary. If the
                  Employer maintains two Defined Contribution plans, and has
                  never maintained a Defined Benefit plan, the Employer is
                  required to complete only Section (c).

                  (a)      If the Employer maintains a Defined Benefit plan,
                           this Section must be completed.

                           If a non-key Employee participates in both a Defined
                           Benefit plan and a Defined Contribution plan which
                           are part of a Required Aggregation Group or a
                           Permissive Aggregation Group and the Top-Heavy Ratio
                           exceeds 60% (but does not exceed 90%), Top-Heavy
                           minimum benefits shall be provided as follows:

                           [ ]    (1)   In the Defined Contribution Plan, with a
                                        minimum allocation of:

                                        [ ]    (i)     5% of total Compensation
                                                       (Defined Benefit and
                                                       Defined Contribution
                                                       Fractions computed using
                                                       100% of the dollar
                                                       limitation).

                                        [ ]    (ii)    7.5% of total
                                                       Compensation (Defined
                                                       Benefit and Defined
                                                       Contribution Fractions
                                                       computed using 125% of
                                                       the dollar limitation).

                           [x]    (2)   In the Defined Benefit Plan, with a
                                        minimum annual accrual of:

                                        [x]    (i)     2% of the highest 5
                                                       consecutive year average
                                                       compensation (Defined
                                                       Benefit and Defined
                                                       Contribution fractions
                                                       computed using 100% of
                                                       the dollar limitation).
<PAGE>
                                        [ ]    (ii)    3% of the highest 5
                                                       consecutive year average
                                                       compensation. (Defined
                                                       Benefit and Defined
                                                       Contribution Fractions
                                                       computed using 125% of
                                                       the dollar limitation).

                           If the Top-Heavy Ratio exceeds 90%, the minimum
                           benefit shall be provided in:

                           [ ]      (3)      the Defined Contribution plan with
                                             a minimum allocation of 5% of total
                                             Compensation.

                           [ ]      (4)      the Defined Benefit plan with a
                                             minimum accrual of 2% of the
                                             highest 5 consecutive year average
                                             compensation.

                                    Note:    When the Top-Heavy Ratio exceeds
                                             90%, the Defined Benefit and
                                             Defined Contribution Fractions
                                             shall be computed using 100% of the
                                             dollar limitation.

                  (b)      If the Employer maintains (or has maintained) a
                           Defined Benefit plan, this Section must be completed.

                           If the Employer maintains both a Defined Benefit plan
                           and a Defined Contribution plan which are part of a
                           Required Aggregation Group or a Permissive
                           Aggregation Group and the Top-Heavy Ratio exceeds 60%
                           (but does not exceed 90%), a non-key Employee who
                           participates only in the Defined Contribution plan
                           shall receive a minimum allocation of:

                           [x]      (1)      3% of total Compensation (Defined
                                             Benefit and Defined Contribution
                                             Fractions computed using 100% of
                                             the dollar limitation).

                           [ ]      (2)      4% of total Compensation (Defined
                                             Benefit and Defined Contribution
                                             Fractions computed using 125% of
                                             the dollar limitation).

                           If the Top-Heavy Ratio exceeds 90%, each non-key
                           Employee who participates only in the Defined
                           Contribution plan shall receive a minimum allocation
                           of 3% of total Compensation.

                  (c)      If the Employer maintains two Defined Contribution
                           plans, this Section must be completed.

                           If a non-key Employee participates in two Defined
                           Contribution plans maintained by the Employer, the
                           Defined Contribution minimum allocation requirement
                           shall be met
<PAGE>

                           [ ]      (1)     in this plan.

                           [ ]      (2)     in the other plan.
                                                      (Name of Plan)





                  (d)      Complete this Section only if (a), (b) and/or (c)
                           have not been completed.

                           [ ]      The Employer maintains only this Plan and
                                    has never maintained a Defined Benefit Plan.

A-8.06 TOP HEAVY VESTING...If this Plan becomes a Top-Heavy Plan, the following
                  vesting schedule for such Plan Year and each succeeding Plan
                  Year, whether or not Top-Heavy, shall be effective and shall
                  be treated as a Plan amendment pursuant to this Agreement.

                  [ ]      (a)      100% vested after _____________ (not to
                                    exceed 3) years of Vesting Service.

                  [ ]      (b)      20% vested after 2 years of Vesting Service
                                    40% vested after 3 years of Vesting Service
                                    60% vested after 4 years of Vesting Service
                                    80% vested after 5 years of Vesting Service
                                    100% vested after 6 years of Vesting Service

                  [ ]      (c)      Specify: (Must in all years be as favorable
                                    as either the schedule in (a) or (b) above.)

                                    20% vested after 2 years of Vesting Service
                                    40% vested after 3 years of Vesting Service
                                    80% vested after 4 years of Vesting Service
                                    100% vested after 5 years of Vesting Service
                                    __% vested after __ years of Vesting Service
                                    __% vested after __ years of Vesting Service

                  [ ]      (d)      N/A, Vesting schedule in A-5.09 is equal to
                                    or more favorable than (a) or (b) above.

                  However, this Section does not apply to the Account balances
                  of any Participant who does not have an Hour of Service after
                  the Plan has initially become Top-Heavy. Such Participant's
                  Account balance attributable to Employer contributions and
                  forfeitures shall be determined without regard to this
                  Section.

--------------------------------------------------------------------------------
<PAGE>

The adopting Employer may not rely on an Opinion Letter issued by the Cincinnati
Key District Office of the Internal Revenue Service as evidence that the Plan is
qualified under Section 401 of the Internal Revenue Code. In order to obtain
reliance with respect to plan qualification, the Employer must apply to the
appropriate key district office for a Determination Letter.

This adoption agreement may be used only in conjunction with Defined
Contribution Prototype Plan #01.

Provided the adoption of this Plan is properly registered with the Prototype
Sponsor, the Prototype Sponsor shall inform the adopting Employer of any
amendments made to the Plan or of the discontinuance or abandonment of the Plan.
The adoption of the Plan is not properly registered unless the attached
registration card is returned to:

         Buck Consultants, Inc.
         202 West Berry Street, Suite 700
         Fort Wayne, IN  46802

Inquiries by adopting Employers regarding the adoption of this Plan, the
intended meaning of any Plan provisions, or the effect of the Opinion Letter may
be directed to the Prototype Sponsor at the above address or phone (219)
426-7800.

The Employer represents that it has consulted with its attorney with respect to
its adoption of this Plan, and agrees to the provisions of the Plan and Trust.

IN WITNESS HEREOF, the Employer has caused this Agreement to be signed by its
duly authorized Officer and the Trustee(s) have accepted the appointment and
signed this Agreement.

                                                 The Merchants National Bank
                                                 ---------------------------
                                                 (Legal Name of Employer)

                                                 BY:

---------------
(Date)                             (Signature of Officer)

                                             Accepted By:

---------------
(Date)                             (Signature of Trustee)

---------------
(Date)                             (Signature of Trustee)

---------------
(Date)                             (Signature of Trustee)
<PAGE>
Participating Employer          Authorized Signature          Date
----------------------          --------------------          ----


----------------------          --------------------

----------------------          --------------------




================================================================================
Failure to complete this Adoption Agreement properly may result in
disqualification of the Plan.
================================================================================


<PAGE>

                             R E G I S T R A T I O N
                                       OF
                             BUCK CONSULTANTS, INC.
                                NON-STANDARDIZED
                  401(K) SAVINGS PLAN AND TRUST PROTOTYPE PLAN
                                    PLAN #002

Adopting Employer:      The Merchants National Bank
                    -------------------------------

Address: 100 North High Street
         -----------------------
         Hillsboro, Ohio   45133
         -----------------------



Telephone:         (513) 393-1993
                   --------------

The Adopting Employer agrees to provide Buck with any changes to its current
mailing address and to give Buck written notification of any plan amendment (as
outlined in Section 10.01 of the Defined Contribution Prototype Plan #01),
restatement or termination.

Buck agrees to:

         *        provide the Adopting Employer with a copy of the current
                  Defined Contribution Prototype Plan #01 and Adoption
                  Agreement; and
         *        advise the Adopting Employer of any amendments made to the
                  Prototype Plan; and
         *        inform the Adopting Employer of any changes in the Prototype
                  Plan's qualified status; and
         *        inform the Adopting Employer of any discontinuance or
                  abandonment of the Prototype Plan.

This registration does not effect the rights and obligations of Buck or the
Adopting Employer under any other arrangement, including (but not limited to)
Buck's right to charge a fee for providing an updated Prototype Plan and/or
Adoption Agreement.

Continued reliance by the Adopting Employer upon the Prototype Plan's favorable
Opinion Letter from the IRS is dependent upon the Adopting Employer adopting the
current version of the Prototype Plan.

Please sign and return this registration form to:

         Buck Consultants, Inc.
         202 W. Berry Street, Suite 700
         Fort Wayne, IN  46802
         Attention:  Nancy C. Peterson



(Adopting Employer)            (Title)         (Date)