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                             PENTEGRA SERVICES, INC.




                    EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                               BASIC PLAN DOCUMENT

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                                TABLE OF CONTENTS

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<S>                                                                                 <C>
ARTICLE I      PURPOSE AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II     PARTICIPATION AND MEMBERSHIP. . . . . . . . . . . . . . . . . . . .  10
  Section 1    Eligibility Requirements. . . . . . . . . . . . . . . . . . . . . .  10
  Section 2    Exclusion of Certain Employees. . . . . . . . . . . . . . . . . . .  11
  Section 3    Waiver of Eligibility Requirements. . . . . . . . . . . . . . . . .  11
  Section 4    Exclusion of Non-Salaried Employees . . . . . . . . . . . . . . . .  11
  Section 5    Commencement of Participation . . . . . . . . . . . . . . . . . . .  12
  Section 6    Termination of Participation. . . . . . . . . . . . . . . . . . . .  12

ARTICLE III    CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
  Section 1    Contributions by Members. . . . . . . . . . . . . . . . . . . . . .  13
  Section 2    Elective Deferrals by Members . . . . . . . . . . . . . . . . . . .  13
  Section 3    Transfer of Funds and Rollover Contributions by Members . . . . . .  14
  Section 4    Employer Contributions - General. . . . . . . . . . . . . . . . . .  15
  Section 5    Employer Matching Contributions . . . . . . . . . . . . . . . . . .  15
  Section 6    Employer Basic Contributions. . . . . . . . . . . . . . . . . . . .  16
  Section 7    Supplemental Contributions by Employer. . . . . . . . . . . . . . .  16
  Section 8    The Profit Sharing Feature. . . . . . . . . . . . . . . . . . . . .  17
  Section 9    The 401(k) Feature. . . . . . . . . . . . . . . . . . . . . . . . .  19
  Section 10   Determining the Actual Deferral Percentages . . . . . . . . . . . .  21
  Section 11   Determining the Actual Contribution Percentages . . . . . . . . . .  23
  Section 12   The Aggregate Limit Test. . . . . . . . . . . . . . . . . . . . . .  26
  Section 13   Remittance of Contributions . . . . . . . . . . . . . . . . . . . .  27
  Section 14   Safe Harbor CODA. . . . . . . . . . . . . . . . . . . . . . . . . .  28

ARTICLE IV     INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . .  30
  Section 1    Investment by Trustee or Custodian. . . . . . . . . . . . . . . . .  30
  Section 2    Member Directed Investments . . . . . . . . . . . . . . . . . . . .  30
  Section 3    Employer Securities . . . . . . . . . . . . . . . . . . . . . . . .  31

ARTICLE V      MEMBERS' ACCOUNTS, UNITS AND VALUATION. . . . . . . . . . . . . . .  32

ARTICLE VI     VESTING OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . .  33
  Section 1    Vesting of Member Contributions, 401(k) Deferrals, Qualified
               Nonelective Contributions and Rollover Contributions. . . . . . . .  33
  Section 2    Vesting of Employer Contributions . . . . . . . . . . . . . . . . .  33
  Section 3    Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

ARTICLE VII    WITHDRAWALS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . .  38
  Section 1    General Provisions. . . . . . . . . . . . . . . . . . . . . . . . .  38
  Section 2    Withdrawals While Employed. . . . . . . . . . . . . . . . . . . . .  39
  Section 3    Distributions Upon Termination of Employment. . . . . . . . . . . .  41
  Section 4    Distributions Due to Disability . . . . . . . . . . . . . . . . . .  46
  Section 5    Distributions Due to Death. . . . . . . . . . . . . . . . . . . . .  46
  Section 6    Minimum Required Distributions. . . . . . . . . . . . . . . . . . .  47
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ARTICLE VIII   LOAN PROGRAM. . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
  Section 1    General Provisions. . . . . . . . . . . . . . . . . . . . . . . . .  49
  Section 2    Loan Application. . . . . . . . . . . . . . . . . . . . . . . . . .  49
  Section 3    Permitted Loan Amount . . . . . . . . . . . . . . . . . . . . . . .  51
  Section 4    Source of Funds for Loan. . . . . . . . . . . . . . . . . . . . . .  51
  Section 5    Conditions of Loan. . . . . . . . . . . . . . . . . . . . . . . . .  52
  Section 6    Crediting of Repayment. . . . . . . . . . . . . . . . . . . . . . .  52
  Section 7    Cessation of Payments on Loan . . . . . . . . . . . . . . . . . . .  53
  Section 8    Loans to Former Members . . . . . . . . . . . . . . . . . . . . . .  53

ARTICLE IX     ADMINISTRATION OF PLAN AND ALLOCATION
                OF RESPONSIBILITIES. . . . . . . . . . . . . . . . . . . . . . . .  54
  Section 1    Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
  Section 2    Allocation of Responsibilities Among the Fiduciaries. . . . . . . .  54
  Section 3    No Joint Fiduciary Responsibilities . . . . . . . . . . . . . . . .  57
  Section 4    Investment Manager. . . . . . . . . . . . . . . . . . . . . . . . .  57
  Section 5    Advisor to Fiduciary. . . . . . . . . . . . . . . . . . . . . . . .  58
  Section 6    Service in Multiple Capacities. . . . . . . . . . . . . . . . . . .  58
  Section 7    Appointment of Plan Administrator . . . . . . . . . . . . . . . . .  58
  Section 8    Powers of the Plan Administrator. . . . . . . . . . . . . . . . . .  58
  Section 9    Duties of the Plan Administrator. . . . . . . . . . . . . . . . . .  59
  Section 10   Action by the Plan Administrator. . . . . . . . . . . . . . . . . .  59
  Section 11   Discretionary Action. . . . . . . . . . . . . . . . . . . . . . . .  59
  Section 12   Compensation and Expenses of Plan Administrator . . . . . . . . . .  59
  Section 13   Reliance on Others. . . . . . . . . . . . . . . . . . . . . . . . .  60
  Section 14   Self Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
  Section 15   Personal Liability - Indemnification. . . . . . . . . . . . . . . .  60
  Section 16   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
  Section 17   Claims Procedures . . . . . . . . . . . . . . . . . . . . . . . . .  61
  Section 18   Claims Review Procedures. . . . . . . . . . . . . . . . . . . . . .  62

ARTICLE X      MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . .  63
  Section 1    General Limitations . . . . . . . . . . . . . . . . . . . . . . . .  63
  Section 2    Top Heavy Provisions. . . . . . . . . . . . . . . . . . . . . . . .  65
  Section 3    Information and Communications. . . . . . . . . . . . . . . . . . .  68
  Section 4    Small Account Balances. . . . . . . . . . . . . . . . . . . . . . .  68
  Section 5    Amounts Payable to Incompetents, Minors or Estates. . . . . . . . .  68
  Section 6    Non-Alienation of Amounts Payable . . . . . . . . . . . . . . . . .  68
  Section 7    Unclaimed Amounts Payable . . . . . . . . . . . . . . . . . . . . .  69
  Section 8    Leaves of Absence . . . . . . . . . . . . . . . . . . . . . . . . .  69
  Section 9    Return of Contributions to Employer . . . . . . . . . . . . . . . .  71
  Section 10   Controlling Law . . . . . . . . . . . . . . . . . . . . . . . . . .  71

ARTICLE XI     AMENDMENT & TERMINATION . . . . . . . . . . . . . . . . . . . . . .  72
  Section 1    General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
  Section 2    Termination of Plan and Trust . . . . . . . . . . . . . . . . . . .  72
  Section 3    Liquidation of Trust Assets in the Event of Termination . . . . . .  72
  Section 4    Partial Termination . . . . . . . . . . . . . . . . . . . . . . . .  73
  Section 5    Power to Amend. . . . . . . . . . . . . . . . . . . . . . . . . . .  73
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  Section 6    Solely for Benefit of Members, Terminated
                 Members and their Beneficiaries . . . . . . . . . . . . . .  74
  Section 7    Successor to Business of the Employer . . . . . . . . . . . .  74
  Section 8    Merger, Consolidation and Transfer. . . . . . . . . . . . . .  74
  Section 9    Revocability. . . . . . . . . . . . . . . . . . . . . . . . .  75

TRUSTS ESTABLISHED UNDER THE PLAN. . . . . . . . . . . . . . . . . . . . . .  76

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                                    ARTICLE I
                             PURPOSE AND DEFINITIONS


SECTION 1.1

This Plan and Trust, as evidenced hereby, and the applicable Adoption Agreement
and Trust Agreement(s), are designed and intended to qualify in form as a
qualified profit sharing plan and trust under the applicable provisions of the
Internal Revenue Code of 1986, as now in effect or hereafter amended, or any
other applicable provisions of law including, without limitation, the Employee
Retirement Income Security Act of 1974, as amended. Effective January 1, 2001,
except as otherwise provided, the Plan is hereby amended and restated in its
entirety to provide as follows:

SECTION 1.2

The following words and phrases as used in this Plan shall have the following
meanings:

      (A)   "ACCOUNT" means the Plan account established and maintained in
            respect of each Member pursuant to Article V, to which Account shall
            be allocated, as applicable, the Member's after-tax amounts, 401(k)
            amounts, Employer matching amounts, basic amounts, supplemental
            amounts, profit sharing amounts, qualified non-elective contribution
            amounts, rollover amounts, and funds directly transferred to the
            Plan.

      (B)   "ACTUAL DEFERRAL PERCENTAGE TEST SAFE HARBOR" means the method
            described in Section 3.14 (A) of Article III for satisfying the
            actual deferral percentage test of ss.401(k)(3) of the Code.

      (C)   "ACTUAL DEFERRAL PERCENTAGE TEST SAFE HARBOR CONTRIBUTIONS" means
            Employer matching contributions and non-elective contributions
            described in section 3.14 (A) (1) of Article III.

      (D)   "ADOPTION AGREEMENT" means the separate document by which the
            Employer has adopted the Plan and specified certain of the terms and
            provisions hereof. If any term, provision or definition contained in
            the Adoption Agreement is inconsistent with any term, provision or
            definition contained herein, the one set forth in the Adoption
            Agreement shall govern. The



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            Adoption Agreement shall be incorporated into and form an integral
            part of the Plan.

      (E)   "BENEFICIARY" means the person or persons designated to receive any
            amount payable under the Plan upon the death of a Member. Such
            designation may be made or changed only by the Member on a form
            provided by, and filed with, the Third Party Administrator prior to
            his death. If the Member is not survived by a Spouse and if no
            Beneficiary is designated, or if the designated Beneficiary
            predeceases the Member, then any such amount payable shall be paid
            to such Member's estate upon his death.

      (F)   "BOARD" means the Board of Directors of the Employer adopting the
            Plan.

      (G)   "BREAK IN SERVICE" means:

            1.    Where an Employer has elected, in its Adoption Agreement, to
                  use the hours of service method for eligibility and/or
                  vesting, a Plan Year during which an individual has not
                  completed more than 500 Hours of Employment, as determined by
                  the Plan Administrator in accordance with the IRS Regulations.
                  Solely for purposes of determining whether a Break in Service
                  has occurred, an individual shall be credited with the Hours
                  of Employment which such individual would have completed but
                  for a maternity or paternity absence, as determined by the
                  Plan Administrator in accordance with this Paragraph, the Code
                  and the applicable regulations issued by the DOL and the IRS;
                  provided, however, that the total Hours of Employment so
                  credited shall not exceed 501 and the individual timely
                  provides the Plan Administrator with such information as it
                  may require. Hours of Employment credited for a maternity or
                  paternity absence shall be credited entirely (i) in the Plan
                  Year in which the absence began if such Hours of Employment
                  are necessary to prevent a Break in Service in such year, or
                  (ii) in the following Plan Year. For purposes of this
                  Paragraph, maternity or paternity absence shall mean an
                  absence from work by reason of the individual's pregnancy, the
                  birth of the individual's child or the placement of a child
                  with the individual in connection with the adoption of the
                  child by such individual, or for purposes of caring for a
                  child for the period immediately following such birth or
                  placement.



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            2.    Where an Employer has elected to use the elapsed time method
                  for eligibility and/or vesting service, a Period of Severance
                  of at least 12 consecutive months.

      (H)   "CODE" means the Internal Revenue Code of 1986, as now in effect or
            as hereafter amended. All citations to sections of the Code are to
            such sections as they may from time to time be amended or
            renumbered.

      (I)   "COMMENCEMENT DATE" means the date on which an Employer begins to
            participate in the Plan.

      (J)   "CONTRIBUTION DETERMINATION PERIOD" means the Plan Year, fiscal
            year, or calendar or fiscal quarter, as elected by an Employer, upon
            which eligibility for and the maximum permissible amount of any
            Profit Sharing contribution, as defined in Article III, is
            determined. Notwithstanding the foregoing, for purposes of Article
            VI, Contribution Determination Period means the Plan Year.

      (K)   "DISABILITY" means a Member's disability as defined in Article VII,
            Section 7.4.

      (L)   "DOL" means the United States Department of Labor.

      (M)   "EMPLOYEE" means any person in Employment, and who receives
            compensation from, the Employer, and any leased employee within the
            meaning of Section 414(n)(2) of the Code. Notwithstanding the
            foregoing, if such leased employees constitute no more than twenty
            percent (20%) of the Employer's non-highly compensated work force
            within the meaning of Section 414(n)(5) of the Code, such leased
            employees shall not be considered Employees if they are covered by a
            plan meeting the safe harbor requirements of Section 414(n)(5) of
            the Code.

      (N)   "EMPLOYER" means the entity named in the Adoption Agreement and any
            other entity which, together therewith, constitutes an affiliated
            service group (as defined in Section 414(m)(2) of the Code) , any
            corporation which, together therewith, constitutes a controlled
            group of corporations as defined in Section 1563 of the Code, and
            any other trade or business (whether incorporated or not) which,
            together therewith, are under common control as defined in Section
            414(c) of the Code, which have adopted the Plan. For purposes of the
            definition of "Salary" in Section 1.2(II) and Article III of the
            Plan, "Employer" shall refer only to the applicable entity that is
            participating in the Plan.


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    (O) "EMPLOYMENT" means service with an Employer.






















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      (P)   "ENROLLMENT DATE" means the date on which an Employee becomes a
            Member as provided under Article II.

      (Q)   "ERISA" means the Employee Retirement Income Security Act of 1974,
            as now in effect or as hereafter amended.

      (R)   "FIDUCIARY" means any person who (i) exercises any discretionary
            authority or control with respect to the management of the Plan or
            control with respect to the management or disposition of the assets
            thereof, (ii) renders any investment advice for a fee or other
            compensation, direct or indirect, with respect to any moneys or
            other property of the Plan, or has any discretionary authority or
            responsibility to do so, or (iii) has any discretionary authority or
            responsibility in the administration of the Plan, including any
            other persons (other than trustees) designated by any Named
            Fiduciary to carry out fiduciary responsibilities, except to the
            extent otherwise provided by ERISA.

      (S)   "HIGHLY COMPENSATED EMPLOYEE" means for Plan Years beginning after
            December 31, 1996, an Employee (i) who is a 5 percent owner at any
            time during the look-back year or determination year, or (ii)(a) who
            is employed during the deter-mination year and who during the
            look-back year received compensation from the Employer in excess of
            $80,000 (as adjusted pursuant to the Code and Regulations for
            changes in the cost of living), and (b) if elected by the Employer
            was in the top-paid group of Employees for such look-back year.

            For this purpose, the determination year shall be the Plan Year. The
            look-back year shall be the 12-month period immediately preceding
            the determination year. The Employer may, however, as indicated in
            the Adoption Agreement, make a calendar year data election. If a
            calendar year data election is made, the look- back year shall be
            the calendar year ending within the Plan Year for purposes of
            determining who is a Highly Compensated Employee (other than for 5%
            owners).

            The top-paid group shall consist of the top 20 percent of the
            Employees when ranked on the basis of compensation paid by the
            Employer.

            The determination of who is a Highly Compensated Employee will be
            made in accordance with Section 414(q) of the Code and the IRS
            Regulations thereunder.



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      (T)   "HOUR OF EMPLOYMENT" means each hour during which an Employee
            performs service (or is treated as performing service as required by
            law) for the Employer and, except in the case of military service,
            for which he is directly or indirectly paid, or entitled to payment,
            by the Employer (including any back pay irrespective of mitigation
            of damages), all as determined in accordance with applicable DOL
            Regulations.

      (U)   "INVESTMENT MANAGER" means any Fiduciary other than a Trustee or
            Named Fiduciary who (i) has the power to manage, acquire or dispose
            of any asset of the Plan; (ii) is (a) registered as an investment
            advisor under the Investment Advisors Act of 1940; (b) is a bank, as
            defined in such Act, or (c) is an insurance company qualified to
            perform the services described in clause (i) hereof under the laws
            of more than one state of the United States; and (iii) has
            acknowledged in writing that he is a Fiduciary with respect to the
            Plan.

      (V)   "IRS" means the United States Internal Revenue Service.

      (W)   "LEAVE OF ABSENCE" means an absence authorized by an Employee's
            Employer and approved by the Plan Administrator, on a uniform basis,
            in accordance with Article X.

      (X)   "MEMBER" means an Employee enrolled in the membership of the Plan
            under Article II.

      (Y)   "MONTH" means any calendar month.

      (Z)   "NAMED FIDUCIARY" means the Fiduciary or Fiduciaries named herein or
            in the Adoption Agreement who jointly or severally have the
            authority to control and manage the operation and administration of
            the Plan.

      (AA)  "NON-HIGHLY COMPENSATED EMPLOYEE" means an Employee who is not a
            Highly Compensated Employee.

      (BB)  "NORMAL RETIREMENT AGE" means the Member's sixty-fifth (65th)
            birthday unless otherwise specified in the Adoption Agreement.

      (CC)  "PERIOD OF SERVICE" means the aggregate of all periods commencing
            with the Employee's first day of employment or reemployment with the
            Employer and ending on the date a Break in Service begins. The first
            day of employment


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            or reemployment is the first day the Employee performs an Hour of
            Employment. An Employee will also receive credit for any Period of
            Severance of less than 12 consecutive months, provided that the
            Employee returns to Employment within 12 months of the Employee's
            retirement, quit or discharge or, if earlier, within 12 months of
            the date the Employee was first absent from service for any other
            reason.

      (DD)  "PERIOD OF SEVERANCE" means a continuous period of time during which
            the Employee is not employed by the Employer. Such period begins on
            the date the Employee retires, quits or is discharged, or if
            earlier, the 12 month anniversary of the date on which the Employee
            was otherwise first absent from service.

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

      (EE)  "PLAN" means the Employees' Savings & Profit Sharing Plan as
            evidenced by this document, the applicable Adoption Agreement and
            all subsequent amendments thereto.

      (FF)  "PLAN ADMINISTRATOR" means the Named Fiduciary or, as designated by
            such Named Fiduciary and approved by the Board in accordance with
            Article IX, any officer or Employee of the Employer.

      (GG)  "PLAN YEAR" means a consecutive 12-month period ending December 31
            unless otherwise specified in the Adoption Agreement.

      (HH)  "REGULATIONS" means the applicable regulations issued under the
            Code, ERISA or other applicable law, by the IRS, the DOL or any
            other governmental authority and any proposed or temporary
            regulations or rules promulgated by such authorities pending the
            issuance of such regulations.
      (II)  "SALARY" means regular basic monthly salary or wages, exclusive of
            special payments such as overtime, bonuses, fees, deferred
            compensation (other


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            than pre-tax elective deferrals pursuant to a Member's election
            under Article III), severance payments, and contributions by the
            Employer under this or any other plan (other than before-tax
            contributions made on behalf of a Member under a Code Section 125
            cafeteria plan and qualified transportation fringe benefits under
            Code Section 132(f), unless the Employer specifically elects to
            exclude such contributions or benefits). Commissions shall be
            included at the Employer's option within such limits, if any, as may
            be set by the Employer in the Adoption Agreement and applied
            uniformly to all its commissioned Employees. In addition, Salary may
            also include, at the Employer's option, special payments such as (i)
            overtime or (ii) overtime plus bonuses. As an alternative to the
            foregoing definition, at the Employer's option, Salary may be
            defined to include total taxable compensation reported on the
            Member's IRS Form W-2, plus deferrals, if any, pursuant to Section
            401(k) of the Code and pursuant to Section 125 of the Code (unless
            the Employer specifically elects to exclude such Section 125
            deferrals), but excluding compensation deferred from previous years.
            In no event may a Member's Salary for any Plan Year exceed for
            purposes of the Plan $150,000 (adjusted for cost of living to the
            extent permitted by the Code and the IRS Regulations).

            For Plan Years beginning after December 31, 1996, the family member
            aggregation rules of Code Section 414(q)(6) (as in effect prior to
            the Small Business Job Protection Act of 1996) are eliminated.

      (JJ)  "SOCIAL SECURITY TAXABLE WAGE BASE" means the contribution and
            benefit base attributable to the OASDI portion of Social Security
            employment taxes under Section 230 of the Social Security Act (42
            U.S.C. ss.430) in effect on the first day of each Plan Year.

      (KK)  "SPOUSE" or "SURVIVING SPOUSE" means the individual to whom a Member
            or former Member was married on the date such Member withdraws his
            Account, or if such Member has not withdrawn his Account, the
            individual to whom the Member or former Member was married on the
            date of his death.

      (LL)  "THIRD PARTY ADMINISTRATOR" or "TPA" means Pentegra Services, Inc.,
            a non-fiduciary provider of administrative services appointed and
            directed by the Plan Administrator or the Named Fiduciary either
            jointly or severally.


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      (MM)  "TRUST" means the Trust or Trusts established and maintained
            pursuant to the terms and provisions of this document and any
            separately maintained Trust Agreement or Agreements.

      (NN)  "TRUSTEE" generally means the person, persons or other entities
            designated by the Employer or its Board as the Trustee or Trustees
            hereof and specified as such in the Adoption Agreement and any
            separately maintained Trust Agreement or Agreements.

      (OO)  "TRUST AGREEMENT" means the separate document by which the Employer
            or its Board has appointed a Trustee of the Plan, specified the
            terms and conditions of such appointment and any fees associated
            therewith.

      (PP)  "TRUST FUND" means the Trust Fund or Funds established by the Trust
            Agreement or Agreements.

      (QQ)  "UNIT" means the unit of measure described in Article V of a
            Member's proportionate interest in the available Investment Funds
            (as defined in Article IV).

      (RR)  "VALUATION DATE" means any business day of any month for the
            Trustee, except that in the event the underlying portfolio(s) of any
            Investment Fund cannot be valued on such date, the Valuation Date
            for such Investment Fund shall be the next subsequent date on which
            the underlying portfolio(s) can be valued. Valuations shall be made
            as of the close of business on such Valuation Date(s).

      (SS)  "YEAR OF EMPLOYMENT" means a period of service of 12 months.

      (TT)  "YEAR OF SERVICE" means any Plan Year during which an individual
            completed at least 1,000 Hours of Employment, or satisfied any
            alternative requirement, as determined by the Plan Administrator in
            accordance with any applicable Regulations issued by the DOL and the
            IRS.

      (UU)  "YEAR OF ELIGIBILITY SERVICE" means where an Employer designates a
            one or two 12-consecutive-month eligibility waiting period, an
            Employee must complete at least 1,000 Hours of Employment during
            each 12-consecutive-month period (measured from his date of
            Employment and then as of the first day of each Plan Year commencing
            after such date of Employment); provided, however, if an Employee is
            credited with 1,000 Hours of


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            Employment in both the initial eligibility computation period and
            the first Plan Year which commences prior to the first anniversary
            of the Employee's employment commencement date, the Employee will be
            credited, for eligibility purposes, with two Years of Eligibility
            Service. Where an Employer designates an eligibility waiting period
            of less than 12 months, an Employee must, for purposes of
            eligibility, complete a required number of hours (measured from his
            date of Employment and each anniversary thereafter) which is arrived
            at by multiplying the number of months in the eligibility waiting
            period requirement by 83 1/3; provided, however, if an Employee
            completes at least 1,000 Hours of Employment within the 12 month
            period commencing on his Employment commencement date or during any
            Plan Year commencing after such Employment commencement date, such
            Employee will be treated as satisfying the eligibility service
            requirements.

SECTION 1.3

The masculine pronoun wherever used shall include the feminine pronoun.









                                       10
<PAGE>

                                   ARTICLE II
                          PARTICIPATION AND MEMBERSHIP


SECTION 2.1       ELIGIBILITY REQUIREMENTS
                  ------------------------

The Employer may elect as a requirement for eligibility to participate in the
Plan (i) the completion of a service period equal to any number of months not to
exceed 12 consecutive months, or (ii) the completion of a service period equal
to one or two 12-consecutive-month periods, and/or (iii) if the Employer so
elects, it may adopt a minimum age requirement from age 18 to age 21. Such
election shall be made and reflected on the Adoption Agreement. Notwithstanding
the foregoing, in the case of an Employer that adopts the 401(k) feature under
Section 3.9, the eligibility requirements under such feature shall not exceed
the period described in clause (i) above, and, at the election of the Employer,
attainment of age 21 as described in clause (iii) above.

Notwithstanding the foregoing, the Employer may elect in the Adoption Agreement
to establish as an eligibility requirement (as a minimum service requirement,
minimum age requirement, or both) for Employer matching contributions, Employer
basic contributions Employer supplemental contributions, and/or Employer Profit
Sharing contributions (i) the completion of any number of months not to exceed
12 consecutive months, or (ii) the completion of one or two 12-consecutive-month
periods, and/or (iii) if the Employer so elects, it may adopt a minimum age
requirement from age 18 to age 21. Such election shall be made and reflected in
the Adoption Agreement.

In implementing the eligibility service periods described above, (i) if an
Employer designates in the Adoption Agreement an eligibility service crediting
method based on the hours of service method, the satisfaction of the eligibility
service requirement shall be dependent on the completion of a Year of
Eligibility Service and (ii) if an Employer designates in the Adoption Agreement
an eligibility service crediting method based on the elapsed time method, the
satisfaction of the eligibility service requirement shall be dependent on the
completion of the requisite Period of Service.

If a non-vested Member terminates employment without a vested interest in his
Account derived from Employer contributions, Years of Employment (or, as
applicable, Years of Service) before a period of consecutive Breaks in Service
will not be taken into account for eligibility purposes if the number of
consecutive Breaks in Service in such period equals or exceeds the greater of
five or the aggregate number of Years of Employment (or, as applicable Years of
Service) before such


                                       11
<PAGE>

break. If a Member's service is disregarded pursuant to this paragraph, such
Member will be treated as a new Employee for eligibility purposes.

SECTION 2.2       EXCLUSION OF CERTAIN EMPLOYEES
                  ------------------------------

To the extent provided in the Adoption Agreement, the following Employees may be
excluded from participation in the Plan:

  (i)   Employees not meeting the age and service requirements;

  (ii)  Employees who are included in a unit of Employees covered by a
        collective bargaining agreement between the Employee representatives
        and one or more Employers if there is evidence that retirement benefits
        were the subject of good faith bargaining between such Employee
        representatives and such Employer(s). For this purpose, the term
        "Employee representative" does not include any organization where more
        than one-half of the membership is comprised of owners, officers and
        executives of the Employer;

(iii) Employees who are non-resident aliens and who receive no earned income
      from the Employer which constitutes income from sources within the United
      States; and

(iv)  Employees described in Section 2.4 or included in any other ineligible job
      classifications set forth in the Adoption Agreement.

SECTION 2.3       WAIVER OF ELIGIBILITY REQUIREMENTS
                  ----------------------------------

The Employer, at its election, may waive the eligibility requirement(s) for
participation specified above for (i) all Employees, or (ii) all those employed
on or up to 12 months after its Commencement Date under the Plan. Subject to the
requirements of the Code, the eligibility waiting period shall be deemed to have
been satisfied for an Employee who was previously a Member of the Plan.

All Employees whose Employment commences after the expiration date of the
Employer's waiver of the eligibility requirement(s), if any, shall be enrolled
in the Plan in accordance with the eligibility requirement(s) specified in the
Adoption Agreement.

SECTION 2.4       EXCLUSION OF NON-SALARIED EMPLOYEES
                  -----------------------------------

The Employer, at its election, may exclude non-salaried (hourly paid) Employees
from


                                       12
<PAGE>

participation in the Plan, regardless of the number of Hours of Employment such
Employees complete in any Plan Year. Notwithstanding the foregoing, for purposes
of this Section and all purposes under the Plan, a non-salaried Employee that is
hired following the adoption date of the Plan by the Employer, but prior to the
adoption of this exclusion by the Employer, shall continue to be deemed to be an
Employee and will continue to receive benefits on the same basis as a salaried
Member, despite classification as a non-salaried Employee.

SECTION 2.5       COMMENCEMENT OF PARTICIPATION
                  -----------------------------

Every eligible Employee (other than non-salaried or such other Employees who, at
the election of the Employer, are excluded from participation) shall commence
participation in the Plan on the later of:

(1)   The Employer's Commencement Date, or

(2)   The first day of the month or calendar quarter (as designated by the
      Employer in the Adoption Agreement) coinciding with or next following his
      satisfaction of the eligibility requirements as specified in the Adoption
      Agreement.

The date that participation commences shall be hereinafter referred to as the
Enrollment Date. Notwithstanding the above, no Employee shall under any
circumstances become a Member unless and until his enrollment application is
filed with, and accepted by, the Plan Administrator. The Plan Administrator
shall notify each Employee of his eligibility for membership in the Plan and
shall furnish him with an enrollment application in order that he may elect to
make or receive contributions on his behalf under Article III at the earliest
possible date consonant with this Article.

If an Employee fails to complete the enrollment form furnished to him, the Plan
Administrator shall do so on his behalf. In the event the Plan Administrator
processes the enrollment form on behalf of the Employee, the Employee shall be
deemed to have elected not to make any contributions and/or elective deferrals
under the Plan, if applicable.

SECTION 2.6       TERMINATION OF PARTICIPATION
                  ----------------------------

Membership under all features and provisions of the Plan shall terminate upon
the earlier of (a) a Member's termination of Employment and payment to him of
his entire vested interest, or (b) his death.


                                       13
<PAGE>

                                   ARTICLE III
                                  CONTRIBUTIONS


SECTION 3.1       CONTRIBUTIONS BY MEMBERS
                  ------------------------

If the Adoption Agreement so provides, each Member may elect to make
non-deductible, after-tax contributions under the Plan, based on increments of
1% of his Salary, provided the amount thereof, when aggregated with the amount
of any pre-tax effective deferrals, does not exceed the limit established by the
Employer in the Adoption Agreement. All such after-tax contributions shall be
separately accounted for, nonforfeitable and distributed with and in addition to
any other benefit to which the Member is entitled hereunder. A Member may change
his contribution rate as designated in the Adoption Agreement, but reduced or
suspended contributions may not subsequently be made up.

SECTION 3.2       ELECTIVE DEFERRALS BY MEMBERS
                  -----------------------------

If the Adoption Agreement so provides, each Member may elect to make pre-tax
elective deferrals (401(k) deferrals) under the Plan, based on increments of 1%
of his Salary, provided the amount thereof, when aggregated with the amount of
any after-tax contributions, does not exceed the limit established by the
Employer in the Adoption Agreement. Alternatively, a Member may elect to
contribute for a Plan Year a dollar amount which does not exceed the maximum
amount permitted under this Section 3.2 or the limit established by the Employer
in the Adoption Agreement for such Plan Year and a pro-rata portion shall be
withheld from each payment of Salary to such Member for the balance of the Plan
Year remaining after the election takes effect. All such 401(k) deferrals shall
be separately accounted for, nonforfeitable and distributed under the terms and
conditions described under Article VII with and in addition to any other benefit
to which the Member is entitled hereunder. A Member may change his 401(k)
deferral rate or suspend his 401(k) deferrals as designated in the Adoption
Agreement, but reduced or suspended deferrals may not subsequently be made up.

Notwithstanding any other provision of the Plan, no Member may make 401(k)
deferrals during any Plan Year in excess of $7,000 multiplied by the adjustment
factor as provided by the Secretary of the Treasury. The adjustment factor shall
mean the cost of living adjustment factor prescribed by the Secretary of the
Treasury under Section 402(g)(5) of the Code for years beginning after December
31, 1987, as applied to such items and in such manner as the Secretary shall
provide. In the event that the aggregate amount of


                                       14
<PAGE>

such 401(k) deferrals for a Member exceeds the limitation in the previous
sentence, the amount of such excess, increased by any income and decreased by
any losses attributable thereto, shall be refunded to such Member no later than
the April 15 of the Plan Year following the Plan Year for which the 401(k)
deferrals were made. If a Member also participates, in any Plan Year, in any
other plans subject to the limitations set forth in Section 402(g) of the Code
and has made excess 401(k) deferrals under this Plan when combined with the
other plans subject to such limits, to the extent the Member, in writing
designates to the TPA any 401(k) deferrals under this Plan as excess deferrals
by no later than the March 1 of the Plan Year following the Plan Year for which
the 401(k) deferrals were made, the amount of such designated excess, increased
by any income and decreased by any losses attributable thereto, shall be
refunded to the Member no later than the April 15 of the Plan Year following the
Plan Year for which the 401(k) deferrals were made.

SECTION 3.3       TRANSFER OF FUNDS AND ROLLOVER CONTRIBUTIONS BY MEMBERS
                  -------------------------------------------------------

Each Member may elect to make, directly or indirectly, a rollover contribution
to the Plan of amounts held on his behalf in (i) an employee benefit plan
qualified under Section 401(a) of the Code, or (ii) an individual retirement
account or annuity as described in Section 408(d)(3) of the Code. All such
amounts shall be certified in form and substance satisfactory to the Plan
Administrator by the Member as being all or part of an "eligible rollover
distribution" or a "rollover contribution" within the meaning of Section
402(c)(4) or Section 408(d)(3), respectively, of the Code. Such rollover
amounts, along with the earnings related thereto, will be accounted for
separately from any other amounts in the Member's Account. A Member shall have a
nonforfeitable vested interest in all such rollover amounts.

The Employer may, at its option, permit Employees who have not satisfied the
eligibility requirements designated in the Adoption Agreement to make a rollover
contribution to the Plan.

The Trustee of the Plan may also accept a direct transfer of funds, which meets
the requirements of Section 1.411(d)-4 of the IRS Regulations, from a plan which
the Trustee reasonably believes to be qualified under Section 401(a) of the Code
in which an Employee was, is, or will become, as the case may be, a participant.
If the funds so directly transferred are transferred from a retirement plan
subject to Code Section 401(a)(11), then such funds shall be accounted for
separately and any subsequent distribution of those funds, and earnings thereon,
shall be subject to the provisions of Section 7.3 which are applicable when an
Employer elects to provide an annuity option under the Plan.


                                       15
<PAGE>

SECTION 3.4       EMPLOYER CONTRIBUTIONS - GENERAL
                  --------------------------------

The Employer may elect to make regular or discretionary contributions under the
Plan. Such Employer contributions may be in the form of (i) matching
contributions, (ii) basic contributions, (iii) safe harbor CODA contributions
and/or (iv) profit sharing contributions as designated by the Employer in the
Adoption Agreement and/or (i) supplemental contributions and/or (ii) qualified
nonelective contributions as permitted under the Plan. Each such contribution
type shall be separately accounted for by the TPA.

SECTION 3.5       EMPLOYER MATCHING CONTRIBUTIONS
                  -------------------------------

The Employer may elect to make regular matching contributions under the Plan.
Such matching contributions on behalf of any Member shall be conditioned upon
the Member making after-tax contributions under Section 3.1 and/or 401(k)
deferrals under Sections 3.2 and 3.9.

If so adopted, the Employer shall contribute under the Plan on behalf of each of
its Members an amount equal to a percentage (as specified by the Employer in the
Adoption Agreement) of the Member's after-tax contributions and/or 401(k)
deferrals not in excess of a maximum percentage as specified by the Employer in
the Adoption Agreement (in increments of 1%) of his Salary. The percentage
elected by the Employer shall based on a formula not to exceed 200% or in
accordance with one of the schedules of matching contribution formulas listed
below, and must be uniformly applicable to all Members.

                            Years of Employment               Matching %
                            -------------------               ---------
        Formula Step 1     Less than 3                           50%
                           At least 3 but less than 5            75%
                           5 or more                            100%

        Formula Step 2     Less than 3                          100%
                           At least 3 but less than 5           150%
                           5 or more                            200%






                                       16
<PAGE>

SECTION 3.6       EMPLOYER BASIC CONTRIBUTIONS
                  ----------------------------

The Employer may elect to make regular basic contributions under the Plan. Such
basic contributions on behalf of any Member shall not be conditioned upon the
Member making after-tax contributions and/or (401(k) deferrals under this
Article III. If so adopted, the Employer shall contribute to the Plan on behalf
of each Member (as specified by the Employer in the Adoption Agreement) an
amount equal to a percentage not to exceed 15% (as specified by the Employer in
the Adoption Agreement) in increments of 1% of the Member's Salary. The
percentage elected by the Employer shall be uniformly applicable to all Members.
The Employer may elect, if basic contributions are made on behalf of its Members
on a monthly basis, to restrict the allocation of such basic contribution to
those Members who were employed with the Employer on the last day of the month
for which the basic contribution is made.

SECTION 3.7       SUPPLEMENTAL CONTRIBUTIONS BY EMPLOYER
                  --------------------------------------

An Employer may, at its option, make a supplemental contribution under Formula
(1) or (2) below:

FORMULA (1)       A uniform percentage (as specified by the Employer) of each
                  Member's contributions not in excess of a maximum percentage
                  (if the Employer elects to impose such a maximum) of the
                  Member's Salary which were received by the Plan during the
                  Plan Year with respect to which the supplemental contribution
                  relates. If the Employer elects to make such a supplemental
                  contribution, it shall be made on or before the last day of
                  the second month in the Plan Year following the Plan Year
                  described in the preceding sentence on behalf of all those
                  Members who were employed with the Employer on the last
                  working day of the Plan Year with respect to which the
                  supplemental contribution relates.

FORMULA (2)       A uniform dollar amount per Member or a uniform percentage
                  (limited to a specific dollar amount, if elected by the
                  Employer) of each Member's Salary for the Plan Year (or, at
                  the election of the Employer, the Employer's fiscal year) to
                  which the supplemental contribution relates. If the Employer
                  elects to make such a supplemental contribution, it shall be
                  made within the time prescribed by law, including extensions
                  of time, for filing of the Employer's federal income tax
                  return on behalf of all those Members who were employed with
                  the Employer on the last working day of the Plan Year (or


                                       17
<PAGE>

                  the fiscal year) to which the supplemental contribution
                  relates. The Employer may, at its option, elect to make a
                  contribution under this paragraph to only those Members whose
                  Salary is less than an amount to be specified by the Employer
                  to the extent that such Salary limit is less than the dollar
                  amount under Section 414(q) of the Code for such year. The
                  percentage contributed under this Formula (2) shall be limited
                  in accordance with the Employer's matching formula and basic
                  contribution rate, if any, under this Article such that the
                  sum of the Employer's Formula (2) supplemental contribution
                  plus all other Employer contributions under this Article shall
                  not exceed 15% of Salary for such year.

SECTION 3.8       THE PROFIT SHARING FEATURE
                  --------------------------

An Employer may, at its option, adopt the Profit Sharing Feature as described
herein, subject to any other provisions of the Plan, where applicable. This
Feature may be adopted either in lieu of, or in addition to, any other Plan
Feature contained in this Article III. The Profit Sharing Feature is designed to
provide the Employer a means by which to provide discretionary contributions on
behalf of Employees eligible under the Plan.

If this Profit Sharing Feature is adopted, the Employer may contribute on behalf
of each of its eligible Members, on an annual (or at the election of the
Employer, quarterly) basis for any Plan Year or fiscal year of the Employer (as
the Employer shall elect), a discretionary amount not to exceed the maximum
amount allowable as a deduction to the Employer under the provisions of Section
404 of the Code, and further subject to the provisions of Article X.

Any such profit sharing contribution must be received by the Trustee within the
time prescribed by law, including extensions of time, for filing of the
Employer's federal income tax return following the close of the Contribution
Determination Period on behalf of all those Members who are entitled to an
allocation of such profit sharing contribution as set forth in the Adoption
Agreement. For purposes of making the allocations described in this paragraph, a
Member who is on a Type 1 nonmilitary Leave of Absence (as defined in Sections
1.2(W) and 10.8(B)(1)) or a Type 4 military Leave of Absence (as defined in
Sections 1.2(W) and 10.8(B)(4)) shall be treated as if he were a Member who was
an Employee in Employment on the last day of such Contribution Determination
Period.


                                       18
<PAGE>

Profit sharing contributions shall be allocated to each Member's Account for the
Contribution Determination Period at the election of the Employer, in accordance
with one of the following options:


Profit Sharing Formula 1 - In the same ratio as each Member's Salary during such
                           Contribution Determination Period bears to the total
                           of such Salary of all Members.

Profit Sharing Formula 2 - In the same ratio as each Member's Salary for the
                           portion of the Contribution Determination Period
                           during which the Member satisfied the Employer's
                           eligibility requirement(s) bears to the total of such
                           Salary of all Members.

The Employer may integrate the Profit Sharing Feature with Social Security in
accordance with the following provision. The annual (or quarterly, if
applicable) profit sharing contributions for any Contribution Determination
Period (which period shall include, for the purposes of the following maximum
integration levels provided hereunder where the Employer has elected quarterly
allocations of contributions, the four quarters of a Plan Year or fiscal year)
shall be allocated to each Member's Account at the election of the Employer, in
accordance with one of the following options:

Profit Sharing Formula 3 - In a uniform percentage (as specified by the Employer
                           in the Adoption Agreement) of each Member's Salary
                           during the Contribution Determination Period (the
                           "Base Contribution Percentage"), plus a uniform
                           percentage (as specified by the Employer in the
                           Adoption Agreement) of each Member's Salary for the
                           Contribution Determination Period in excess of the
                           Social Security Taxable Wage Base for such
                           Contribution Determination Period (the "Excess
                           Contribution Percentage").

Profit Sharing Formula 4 - In a uniform percentage (as specified by the Employer
                           in the Adoption Agreement) of each Member's Salary
                           for the portion of the Contribution Determination
                           Period during which the Member satisfied the
                           Employer's eligibility requirement(s), if any, up to
                           the Base Contribution Percentage for such
                           Contribution Determination Period, plus a uniform
                           percentage (as specified by the Employer in the
                           Adoption Agreement) of

                                       19

<PAGE>

                        each Member's Salary for the portion of the Contribution
                        Determination Period during which the Member satisfied
                        the Employer's eligibility requirement(s), equal to the
                        Excess Contribution Percentage.

The Excess Contribution Percentage described in Profit Sharing Formulas 3 and 4
above may not exceed the lesser of (i) the Base Contribution Percentage, or (ii)
the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code
Section 3111(a) tax imposed on employers under the Federal Insurance
Contributions Act (as in effect as of the beginning of the Plan Year) which is
attributable to old-age insurance. For purposes of this Subparagraph,
"compensation" as defined in Section 414(s) of the Code shall be substituted for
"Salary" in determining the Excess Contribution Percentage and the Base
Contribution Percentage.

Notwithstanding the foregoing, the Employer may not adopt the Social Security
integration options provided above if any other integrated defined contribution
or defined benefit plan is maintained by the Employer during any Contribution
Determination Period.

SECTION 3.9       THE 401(K) FEATURE
                  ------------------

The Employer may, at its option, adopt the 401(k) Feature described hereunder
and in Section 3.2 above for the exclusive purpose of permitting its Members to
make 401(k) deferrals to the Plan.

The Employer may make, apart from any matching contributions it may elect to
make, Employer qualified nonelective contributions as defined in Section
1.401(k)-1(g)(13) of the Regulations. The amount of such contributions shall not
exceed 15% of the Salary of all Members eligible to share in the allocation when
combined with all Employer contributions (including 401(k) elective deferrals)
to the Plan for such Plan Year. Allocation of such contributions shall be made,
at the election of the Employer, to the accounts of (i) all Members, or (ii)
only Members who are not Highly Compensated Employees. Allocation of such
contributions shall be made, at the election of the Employer, in the ratio (i)
which each eligible Member's Salary for the Plan Year bears to the total Salary
of all eligible Members for such Plan Year, or (ii) which each eligible Member's
Salary not in excess of a fixed dollar amount specified by the Employer for the
Plan Year bears to the total Salary of all eligible Members taking into account
Salary for each such Member not in excess of the specified dollar amount.
Notwithstanding any provision of the Plan to the contrary,


                                       20
<PAGE>

such contributions shall be subject to the same vesting requirements and
distribution restrictions as Members' 401(k) deferrals and shall not be
conditioned on any election or contribution of the Member under the 401(k)
feature. Any such contributions must be made on or before the last day of the
second month after the Plan Year to which the contribution relates. Further, for
purposes of the actual deferral percentage or actual contribution percentage
tests described below, the Employer may apply (in accordance with applicable
Regulations) all or any portion of the Employer qualified nonelective
contributions for the Plan Year toward the satisfaction of the actual deferral
percentage test. Any remaining Employer qualified nonelective contributions not
utilized to satisfy the actual deferral percentage test may be applied (in
accordance with applicable Regulations) to satisfy the actual contribution
percentage test.

Effective for Plan Years beginning after December 31, 1996, the actual deferral
percentages for Highly Compensated Employees shall, in accordance with the Code
and IRS Regulations, satisfy either (i) or (ii) as follows:

(i)   Prior Year Testing:
      ------------------
      Notwithstanding any other provision of this 401(k) Feature, the actual
      deferral percentage for a Plan Year for Members who are Highly Compensated
      Employees for such Plan Year and the prior year's actual deferral
      percentage for Members who were Non-Highly Compensated Employees for the
      prior Plan Year must satisfy one of the following tests:

      (a)   the actual deferral percentage for a Plan Year for Members who are
            Highly Compensated Employees for the Plan Year shall not exceed the
            prior year's actual deferral percentage of those Members who are not
            Highly Compensated Employees for the prior Plan Year multiplied by
            1.25; or

      (b)   the actual deferral percentage for a Plan Year for Members who are
            Highly Compensated Employees for the Plan Year shall not exceed the
            prior year's actual deferral percentage for Members who were
            Non-Highly Compensated Employees for the prior Plan Year multiplied
            by 2.0, provided that the actual deferral percentage for Members who
            are Highly Compensated Employees does not exceed the actual deferral
            percentage for Members who were Non-Highly Compensated Employees in
            the prior Plan Year by more than 2 percentage points. This
            determination shall be made in accordance with the procedure
            described in Section 3.10 below.


                                       21
<PAGE>

            For the first Plan Year that the Plan permits any Member to make
            elective deferrals and this is not a successor plan, for purposes of
            the foregoing tests, the prior year's Non-Highly Compensated
            Employees' actual deferral percentage shall be 3 percent unless the
            Employer has elected in the Adoption Agreement to use the current
            Plan Year's actual deferral percentage for these Members. The
            Employer may elect in the Adoption Agreement to change from the
            Prior Year Testing method to the Current Year Testing method in
            accordance with the Code and IRS Regulations.


(ii) Current Year Testing:
     --------------------

            If elected by the Employer in the Adoption Agreement, the actual
            deferral percentage tests in (a) and (b) above, will be applied by
            comparing the current Plan Year's actual deferral percentage for
            Members who are Highly Compensated Employees for such Plan Year with
            the current Plan Year's actual deferral percentage for Members who
            are Non-Highly Compensated Employees for such year. Once made, this
            election can only be changed and the Prior Year Testing method
            applied if the Plan meets the requirements for changing to Prior
            Year Testing set forth in IRS Notice 98-1 (or superseding guidance).

SECTION 3.10      DETERMINING THE ACTUAL DEFERRAL PERCENTAGES
                  -------------------------------------------

For purposes of this 401(k) Feature, the actual deferral percentage for a Plan
Year means, for a specified group of Members for a Plan Year, the average of the
ratios (calculated separately for each Member in such group) of (a) the amount
of 401(k) deferrals (including, as provided in Section 3.9, any Employer
qualified nonelective contributions) made to the Member's account for the Plan
Year, to (b) the amount of the Member's compensation (as defined in Section
414(s) of the Code) for the Plan Year or, alternatively, where specifically
elected by the Employer, for only that part of the Plan Year during which the
Member was eligible to participate in the Plan.

An Employee's actual deferral percentage shall be zero if no 401(k) deferral
(or, as provided in Section 3.9, Employer qualified nonelective contribution) is
made by him or on his behalf for such applicable Plan Year. If the Plan and one
or more other plans which include cash or deferred arrangements are considered
as one plan for purposes of Sections 401(a)(4) and 410(b) of the Code, the cash
or deferred arrangements included in such plans shall be treated as one
arrangement for purposes of this 401(k) Feature.



                                       22
<PAGE>

The TPA shall determine as of the end of the Plan Year whether one of the actual
deferral percentage tests specified in Section 3.9 above is satisfied for such
Plan Year. This determination shall be made after first determining the
treatment of excess deferrals within the meaning of Section 402(g) of the Code
under Section 3.2 above. In the event that neither of such actual deferral
percentage tests is satisfied, the TPA shall, to the extent permissible under
the Code and the IRS Regulations, refund the excess contributions for the Plan
Year in the following order of priority: by (i) refunding such amounts deferred
by the Member which were not matched by his Employer (and any earnings and
losses allocable thereto), and (ii) refunding amounts deferred for such Plan
Year by the Member (and any earnings and losses allocable thereto), and, to the
extent permitted under the Code and applicable IRS Regulations, forfeiting
amounts contributed for such Plan Year by the Employer with respect to the
Member's 401(k) deferrals that are returned pursuant to this Paragraph (and any
earnings and losses allocable thereto).

The distribution of such excess contributions shall be made to Highly
Compensated Employees to the extent practicable before the 15th day of the third
month immediately following the Plan Year for which such excess contributions
were made, but in no event later than the end of the Plan Year following such
Plan Year or, in the case of the termination of the Plan in accordance with
Article XI, no later than the end of the twelve-month period immediately
following the date of such termination.

For purposes of this 401(k) Feature, "excess contributions" means, with respect
to any Plan Year, the excess of the aggregate amount of 401(k) deferrals (and
any other amounts contributed by the Employer that are taken into account in
determining the actual deferral percentage of Highly Compensated Employees for
such Plan Year) (collectively, "401(k) amounts") made to the accounts of Highly
Compensated Employees for such Plan Year, over the maximum amount of such
deferrals that could be made by such Members without violating the requirements
described above. The excess contributions to be distributed shall be determined
by reducing 401(k) amounts made by or on behalf of Highly Compensated Employees
beginning with the Highly Compensated Employee with the largest 401(k) amounts
for the Plan Year until such amount is reduced to be equal to the Highly
Compensated Employee with the next largest 401(k) amount. The procedure
described in the preceding sentence shall be repeated until all excess
contributions have been eliminated and, as applicable, refunded.



                                       23
<PAGE>

SECTION 3.11      DETERMINING THE ACTUAL CONTRIBUTION PERCENTAGES
                  -----------------------------------------------

Notwithstanding any other provision of this Section 3.11, effective for Plan
Years beginning after December 31, 1996, the actual contribution percentage for
the Plan Year for Highly Compensated Employees shall, in accordance with the
Code and IRS Regulations, satisfy either (i) or (ii) as follows:

   (i)   Prior Year Testing
         ------------------

         (a)   the actual contribution percentage for a Plan Year for Members
               who are Highly Compensated Employees for the Plan Year shall not
               exceed the prior Plan Year's actual contribution percentage for
               Members who were Non-Highly Compensated Employees for the prior
               Plan Year multiplied by 1.25, or

         (b)   the actual contribution percentage for Members who are Highly
               Compensated Employees for the Plan Year shall not exceed the
               prior year's actual contribution percentage for Members who were
               Non-Highly Compensated Employees for the prior Plan Year
               multiplied by 2, provided that the actual contribution percentage
               for Members who are Highly Compensated Employees does not exceed
               the actual contribution percentage for Members who were
               Non-Highly Compensated Employees in the prior Plan Year by more
               than 2 percentage points.

         For the first Plan Year this Plan permits any Member to make
         after-tax contributions pursuant to Section 3.1, provides for Employer
         matching contributions (pursuant to Section 3.5), or both, and this is
         not a successor plan, for purposes of the foregoing tests, the prior
         Plan Year's Non-Highly Compensated Employees' actual contribution
         percentage shall be 3 percent unless the Employer has elected in the
         Adoption Agreement to use the current Plan Year's actual contribution
         percentage for these Members.

   (ii)  Current Year Testing
         --------------------

         If elected by the Employer in the Adoption Agreement, the actual
         contribution percentage tests in (a) and (b), above, will be applied
         by comparing the current Plan Year's actual contribution percentage
         for Members who are Highly Compensated Employees for such Plan Year
         with the current Plan Year's actual contribution percentage for
         Members who are Non-Highly Compensated Employees for such year. Once
         made, this election can only be changed and the Prior Year Testing
         method applied if the Plan meets the


                                       24
<PAGE>

            requirements for changing to Prior Year Testing set forth in IRS
            Notice 98-1 (or superseding guidance).

            For purposes of this Article III, the "actual contribution
            percentage" for a Plan Year means for a specified group of
            Employees, the average of the ratios (calculated separately for each
            Employee in such group) of (A) the sum of (i) Member after-tax
            contributions credited to his Account for the Plan Year, (ii)
            Employer matching contributions and/or supplemental contributions
            under Formula 1 credited to his Account as described in this Article
            for the Plan Year, and (iii) in accordance with and to the extent
            permitted by the IRS Regulations, 401(k) deferrals (and, as provided
            in Section 3.9, any Employer qualified nonelective contributions)
            credited to his Account, to (B) the amount of the Member's
            compensation (as defined in Section 414(s) of the Code) for the Plan
            Year or, alternatively, where specifically elected by the Employer,
            for only that part of the Plan Year during which the Member was
            eligible to participate in the Plan. An Employee's actual
            contribution percentage shall be zero if no such contributions are
            made by him or on his behalf for such Plan Year.

            The actual contribution percentage taken into account for any Highly
            Compensated Employee who is eligible to make Member contributions or
            receive Employer matching contributions 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 all such contributions were made under a single
            plan.

            The TPA shall determine as of the end of the Plan Year whether one
            of the actual contribution percentage tests specified above is
            satisfied for such Plan Year. This determination shall be made after
            first determining the treatment of excess deferrals within the
            meaning of Section 402(g) of the Code under Section 3.2 above and
            then determining the treatment of excess contributions under Section
            3.10 above. In the event that neither of the actual contribution
            percentage tests is satisfied, the TPA shall (i) refund the excess
            aggregate contributions to the extent attributable to Member
            after-tax contributions and vested matching contributions for which
            the underlying Member after-tax contributions or 401(k) deferrals
            are not subject to correction under the actual deferral percentage
            or actual contribution percentage tests for such year (and any
            income related thereto) and (ii) forfeit the excess aggregate
            contributions to the extent attributable to non-vested Employer
            matching contributions and vested Employer matching contributions
            for which the underlying Member

                                       25

<PAGE>

            after-tax contributions or 401(k) deferrals are subject to
            correction under the actual deferral percentage or actual
            contribution percentage tests for such year (and any income related
            thereto), in the manner described below.

            For purposes of this Article III, "excess aggregate contributions"
            means, with respect to any Plan Year and with respect to any Member,
            the excess of the aggregate amount of contributions (and any
            earnings and losses allocable thereto) made as (i) Member after-tax
            contributions credited to his Account for the Plan Year, (ii)
            Employer matching contributions and/or supplemental contributions
            under Formula 1 credited to his Account as described in this Article
            for the Plan Year, and (iii) in accordance with and to the extent
            permitted by the IRS Regulations, 401(k) deferrals (and, as provided
            in Section 3.9, any Employer qualified nonelective contributions)
            credited to his Account (if the Plan Administrator elects to take
            into account such deferrals and contributions when calculating the
            actual contribution percentage) of Highly Compensated Employees for
            such Plan Year, over the maximum amount of such contributions that
            could be made as Employer contributions, Member contributions and
            401(k) deferrals of such Members without violating the requirements
            of any Subparagraph of this Section 3.11.

            To the extent excess aggregate contributions must be refunded or
            forfeited for a Plan Year, such excess amounts will be refunded (or,
            as applicable, forfeited) first to the Highly Compensated Employees
            with the largest Contribution Percentage Amounts (as defined below)
            taken into account in calculating the actual contribution percentage
            test for the year the excess arose and continuing in descending
            order until all the excess aggregate contributions are refunded (or,
            as applicable, forfeited). For purposes for the preceding sentence,
            the "largest amount" is determined after distribution of any excess
            aggregate contributions. For purposes of this paragraph,
            "Contribution Percentage Amounts" means the sum of Member after-tax
            contributions, Employer matching contributions, Employer
            supplemental contributions under Formula (1), and qualified matching
            contributions ( to the extent not taken into account for purposes of
            the actual deferral percentage test) made under the Plan on behalf
            of the Member for the Plan Year. However, such Contribution
            Percentage Amounts shall not include Employer matching contributions
            that are forfeited either to correct excess aggregate contributions
            or because the contributions to which they relate are excess
            deferrals, excess contributions or excess aggregate contributions.


                                       26
<PAGE>

            The refund or forfeiture of such excess aggregate contributions
            shall be made with respect to such Highly Compensated Employees to
            the extent practicable before the 15th day of the third month
            immediately following the Plan Year for which such excess aggregate
            contributions were made, but in no event later than the end of the
            Plan Year following such Plan Year or, in the case of the
            termination of the Plan in accordance with Article XI, no later than
            the end of the twelve-month period immediately following the date of
            such termination.

SECTION 3.12      THE AGGREGATE LIMIT TEST
                  ------------------------

Notwithstanding any other provision of the Plan, effective for Plan Years
beginning after December 31, 1996, the sum of the actual deferral percentage and
the actual contribution percentage determined in accordance with the procedures
described above of those Employees who are Highly Compensated Employees may not
exceed the aggregate limit as determined below.

For purposes of this Article III, the "aggregate limit" for a Plan Year is the
greater of:

     (1)    The sum of:

            (a)   1.25 times the greater of the actual deferral percentage of
                  the Non-Highly Compensated Employees for the prior Plan Year
                  or the actual contribution percentage of the Non-Highly
                  Compensated Employees for the Plan Year, and

            (b)   two percentage points plus the lesser of the actual deferral
                  percentage or actual contribution percentage referred to in
                  (a) above. In no event, however, shall the percentages
                  described in the preceding sentence exceed two times the
                  lesser of the relevant actual deferral percentage or the
                  relevant actual contribution percentage; or

        (2) The sum of:

            (a)   1.25 times the lesser of the actual deferral percentage of the
                  Non-Highly Compensated Employees for the prior Plan Year or
                  the actual contribution percentage of the Non-Highly
                  Compensated Employees for the Plan Year, and
            (b)   two percentage points plus the greater of the actual deferral
                  percentage or the actual contribution percentage referred to
                  in (a) above. In no event, however, shall the percentage
                  described in the preceding sentence exceed two times the
                  greater of the relevant actual deferral percentage or the
                  relevant actual contribution percentage;


                                       27
<PAGE>

                  provided, however, that if a less restrictive limitation is
                  prescribed by the IRS, such limitation shall be used in lieu
                  of the foregoing. The calculation of the aggregate limit, as
                  defined above, shall be determined in accordance with the Code
                  and the IRS Regulations.

The TPA shall determine as of the end of the Plan Year whether the aggregate
limit has been exceeded. This determination shall be made after first
determining the treatment of excess deferrals within the meaning of Section
402(g) of the Code under Section 3.2 above, then determining the treatment of
excess contributions under Section 3.10 above, and then determining the
treatment of excess aggregate contributions under this Article III. In the event
that the aggregate limit is exceeded, the actual contribution percentage of
those Employees who are Highly Compensated Employees shall be reduced in the
same manner as described in Section 3.11 of this Article until the aggregate
limit is no longer exceeded, unless the TPA designates, in lieu of the reduction
of the actual contribution percentage, a reduction in the actual deferral
percentage of those Employees who are Highly Compensated Employees, which
reduction shall occur in the same manner as described in Section 3.10 of this
Article until the aggregate limit is no longer exceeded. Notwithstanding the
provisions of Sections 3.2 and 3.10 above, the amount of excess contributions to
be distributed, with respect to a Member for a Plan Year, shall be reduced by
any excess deferrals distributed to such Member for such Plan Year.

If the Employer has elected in the Adoption Agreement to use the Current Year
Testing method, then, in calculating the aggregate limit for a particular Plan
Year, the Non-Highly Compensated Employees' actual deferral percentage and
actual contribution percentage for that Plan Year, instead of the prior Plan
Year, is used.

SECTION 3.13      REMITTANCE OF CONTRIBUTIONS
                  ---------------------------

The contributions of both the Employer and the Plan Members shall be recorded by
the Employer and remitted to the TPA for transmittal to the Trustee or custodian
or directly to the Trustee or custodian so that (i) in the case of Employer
contributions the Trustee or custodian shall be in receipt thereof by the 15th
day of the month next following the





                                       28
<PAGE>

month in respect of which such contributions are payable and (ii) in the case of
Member after-tax contributions and 401(k) deferrals, the Trustee or custodian
shall be in receipt thereof by the 15th business day of the month following the
month in which the Member contributions are received by the Employer or the 15th
business day of the month following the month in which such amount would
otherwise have been payable to the Member in cash. Such amounts shall be used to
provide additional Units pursuant to Article V.

SECTION 3.14      SAFE HARBOR CODA
                  ----------------

If the Employer has elected the safe harbor CODA option in the Adoption
Agreement, the provisions of this Section 3.14 shall apply for the Plan Year and
any provisions relating to the actual deferral percentage test described in
ss.401(k)(3) of the Code or the actual contribution percentage test described in
ss.401(m)(2) of the Code do not apply. To the extent that any other provision of
the Plan is inconsistent with the provisions of this section, the provisions of
this section govern.

(A)   Actual Deferral Percentage Test Safe Harbor

      (1)   Unless the Employer elects in the Adoption Agreement to make
            Enhanced Matching Contributions (as provided in the Adoption
            Agreement) or safe harbor nonelective contributions, the Employer
            will contribute monthly or on another periodic basis for the Plan
            Year a safe harbor matching contribution to the Plan on behalf of
            each eligible Employee equal to (i) 100 percent of the amount of the
            Employee's 401(k) deferrals that do not exceed 3 percent of the
            Employee's Salary for the Plan Year, plus (ii) 50 percent of the
            amount of the Employee's 401(k) deferrals that exceed 3 percent of
            the Employee's Salary but that do not exceed 5 percent of the
            Employee's Salary ("Basic Matching Contributions").

      (2)   The Member's benefit derived from ADP Test Safe Harbor Contributions
            is nonforfeitable and may not be distributed earlier than separation
            from service, death, disability, an event described in ss.401(k)(10)
            of the Code, or the attainment of age 59 1/2. In addition, such
            contributions must satisfy the ADP Test Safe Harbor without regard
            to permitted disparity under ss.401(l) of the Code.

      (3)   At least 30 days, but not more than 90 days, before the beginning of
            the Plan Year, the Employer will provide each Eligible Employee a
            comprehensive notice of the Employee's rights and obligations under
            the


                                       29
<PAGE>

            Plan, written in a manner calculated to be understood by the average
            Eligible Employee. If an Employee becomes eligible after the 90th
            day before the beginning of the Plan Year and does not receive the
            notice for that reason, the notice must be provided no more than 90
            days before the Employee becomes eligible but not later than the
            date the Employee becomes eligible.

      (4)   In addition to any other election periods provided under the Plan,
            each Eligible Employee may make or modify a deferral election during
            the 30-day period immediately following receipt of the notice
            described above.















                                       30
<PAGE>


                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS


SECTION 4.1       INVESTMENT BY TRUSTEE OR CUSTODIAN
                  ----------------------------------

All contributions to the Plan shall, upon receipt by the TPA, be delivered to
the Trustee or custodian to be held in the Trust Fund and invested and
distributed by the Trustee or custodian in accordance with the provisions of the
Plan and Trust Agreement. The Trust Fund shall consist of one or more of the
Investment Funds or other applicable investment vehicles designated by the
Employer in the Adoption Agreement.

With the exception of the Employer Stock Fund or, if applicable, the Employer
Certificate of Deposit Fund, the Trustee may in its discretion invest any
amounts held by it in any Investment Fund in any commingled or group trust fund
described in Section 401(a) of the Code and exempt under Section 501(a) of the
Code or in any common trust fund exempt under Section 584 of the Code, provided
that such trust fund satisfies any requirements of the Plan applicable to such
Investment Funds. To the extent that the Investment Funds are at any time
invested in any commingled, group or common trust fund, the declaration of trust
or other instrument pertaining to such fund and any amendments thereto are
hereby adopted as part of the Plan.

The Employer will designate in the Adoption Agreement which of the Investment
Funds or other applicable investment vehicles will be made available to Members
and the terms and conditions under which such Funds will operate with respect to
employee direction of allocations to and among such designated Funds and the
types of contributions and/or deferrals eligible for investment therein.

To the extent made available under the Plan, the Employer may elect, in the
Adoption Agreement, to allow Members to direct the investment of their Accounts,
pursuant to, and in accordance with, such rules and procedures as may be
prescribed by the Employer or the Plan Sponsor, to a self-directed brokerage
account.

SECTION 4.2       MEMBER DIRECTED INVESTMENTS
                  ---------------------------

To the extent permitted by the Employer as set forth in the Adoption Agreement,
each Member shall direct in writing that his contributions and deferrals, if
any, and the contributions made by the Employer on his behalf shall be invested
(a) entirely in any one of the investment vehicles made available by the
Employer, or (b) among the available investment vehicles in any combination of
multiples of 1%. If a


                                       31
<PAGE>

Member has made any Rollover contributions in accordance with Article III,
Section 3.3, such Member may elect to apply separate investment directions to
such rollover amounts. Any such investment direction shall be followed by the
TPA until changed. Subject to the provisions of the following paragraphs of this
Section, as designated in the Adoption Agreement, a Member may change his
investment direction as to future contributions and also as to the value of his
accumulated Units in each of the available investments by filing written notice
with the TPA. Such directed change(s) will become effective upon the Valuation
Date coinciding with or next following the date which his notice was received by
the TPA or as soon as administratively practicable thereafter. If the Adoption
Agreement provides for Member directed investments, and if a Member does not
make a written designation of an Investment Fund or Funds, or other investment
vehicle, the Employer or its designee shall direct the Trustee to invest all
amounts held or received on account of the Member in the Investment Fund which
in the opinion of the Employer best protects principal.

Except as otherwise provided below, a Member may not direct a transfer from the
Stable Value Fund to the Government Money Market Fund or the Employer
Certificate of Deposit Fund. A Member may direct a transfer from any other
investment vehicle to the Government Money Market Fund or the Employer
Certificate of Deposit Fund provided that amounts previously transferred from
the Stable Value Fund to such investment vehicle remain in such vehicle for a
period of three months prior to being transferred to the Government Money Market
Fund or the Employer Certificate of Deposit Fund.

SECTION 4.3       EMPLOYER SECURITIES
                  -------------------

If the Employer so elects in the Adoption Agreement, the Employer and/or Members
may direct that contributions will be invested in Qualifying Employer Securities
(within the meaning of Section 407(d)(5) of ERISA) through the Employer Stock
Fund.









                                       32
<PAGE>

                                    ARTICLE V
                      MEMBERS ACCOUNTS, UNITS AND VALUATION


The TPA shall establish and maintain an Account for each Member showing his
interests in the available Investment Funds or other applicable investments, as
designated by the Employer in the Adoption Agreement. The interest in each
Investment Fund shall be represented by Units.

As of each Valuation Date, the value of a Unit in each Investment Fund shall be
determined by dividing (a) the sum of the net assets at market value determined
by the Trustee by (b) the total number of outstanding Units.

The number of additional Units to be credited to a Member's interest in each
available Investment Fund, as of any Valuation Date, shall be determined by
dividing (a) that portion of the aggregate contributions and/or deferrals by and
on behalf of the Member which was directed to be invested in such Investment
Fund and received by the Trustee by (b) the Unit value of such Investment Fund.

The value of a Member's Account may be determined as of any Valuation Date by
multiplying the number of Units to his credit in each available Investment Fund
by that Investment Fund's Unit value on such date and aggregating the results.
If, and to the extent, a Member's Account is invested pursuant to a
self-directed brokerage account, the investments held in that account shall be
valued by the brokerage firm maintaining such account in accordance with such
procedures as may be determined by such brokerage firm.











                                       33
<PAGE>

                                   ARTICLE VI
                               VESTING OF ACCOUNTS


SECTION 6.1       VESTING OF MEMBER CONTRIBUTIONS, 401(K) DEFERRALS, QUALIFIED
                  ------------------------------------------------------------
                  NONELECTIVE CONTRIBUTIONS, AND ROLLOVER CONTRIBUTIONS
                  -----------------------------------------------------

All Units credited to a Member's Account based on after-tax contributions and/or
401(k) deferrals made by the Member and any earnings related thereto (including
any rollover contributions allocated to a Member's Account under the Plan and
any earnings thereon) and, as provided in Section 3.9, Employer qualified
nonelective contributions made on behalf of such Member shall be immediately and
fully vested at all times.

SECTION 6.2       VESTING OF EMPLOYER CONTRIBUTIONS
                  ---------------------------------

Except as provided in Section 6.1, the Employer may, at its option, elect one of
the available vesting schedules described herein for each of the employer
contribution types applicable under the Plan as designated in the Adoption
Agreement.

SCHEDULE 1:       All applicable Employer contributions (and related earnings)
                  shall be immediately and fully vested. If the eligibility
                  requirement(s) selected by the Employer under the Plan
                  require(s) that an Employee complete a service period which is
                  longer than 12 consecutive months, this vesting Schedule 1
                  shall be automatically applicable.

SCHEDULE 2:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

                                Completed                   Vested
                            Years of Employment           Percentage
                            -------------------           ----------
                              Less than 2                      0%
                              2 but less than 3               20%
                              3 but less than 4               40%
                              4 but less than 5               60%
                              5 but less than 6               80%
                              6 or more                      100%

SCHEDULE 3:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:


                                       34
<PAGE>

                                Completed                   Vested
                            Years of Employment           Percentage
                            -------------------           ----------
                              Less than 5                      0%
                              5 or more                      100%

SCHEDULE 4:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

                                Completed                   Vested
                            Years of Employment           Percentage
                            -------------------           ----------
                              Less than 3                      0%
                              3 or more                      100%

SCHEDULE 5:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

                                Completed                   Vested
                            Years of Employment           Percentage
                            -------------------           ----------
                              Less than 1                      0%
                              1 but less than 2               25%
                              2 but less than 3               50%
                              3 but less than 4               75%
                              4 or more                      100%

SCHEDULE 6:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth below:

                                Completed                   Vested
                            Years of Employment           Percentage
                            -------------------           ----------
                              Less than 3                      0%
                              3 but less than 4               20%
                              4 but less than 5               40%
                              5 but less than 6               60%
                              6 but less than 7               80%
                              7 or more                      100%

SCHEDULE 7:       All applicable Employer contributions (and related earnings)
                  shall vest in accordance with the schedule set forth in the
                  Adoption Agreement prescribed by the Employer in accordance
                  with applicable law.

Notwithstanding the vesting schedules above, a Member's interest in his Account
shall become 100% vested in the event that (i) the Member dies while in service
with the Employer and the TPA has received notification of death, (ii) the
Member has


                                       35
<PAGE>

been approved for Disability, pursuant to the provisions of Article
VII, and the TPA has received notification of Disability, or (iii) the Member
has attained Normal Retirement Age while in service with the Employer.

Except as otherwise provided hereunder, in the event that the Employer adopts
the Plan as a successor plan to another defined contribution plan qualified
under Sections 401(a) and 501(a) of the Code, or in the event that the Employer
changes or amends a vesting schedule adopted under this Article, any Member who
was covered under such predecessor plan or, the pre-amendment vesting schedule
under the Plan, and has completed at least 3 Years of Employment (or, as
applicable, 3 years of service) may elect to have the nonforfeitable percentage
of the portion of his Account which is subject to such vesting schedule computed
under such predecessor plan's vesting provisions, or computed without regard to
such change or amendment under the Plan (a "Vesting Election"). Any Vesting
Election shall be made by notifying the TPA in writing within the election
period hereinafter described. The election period shall begin on the date such
amendment is adopted or the date such change is effective, or the date the Plan,
which serves as a successor plan, is adopted or effective, as the case may be,
and shall end no earlier than the latest of the following dates: (i) the date
which is 60 days after the day such amendment is adopted; (ii) the date which is
60 days after the day such amendment or change becomes effective; (iii) the date
which is 60 days after the day the Member is given written notice of such
amendment or change by the TPA; (iv) the date which is 60 days after the day the
Plan is adopted by the Employer or becomes effective; or (v) the date which is
60 days after the day the Member is given written notice that the Plan has been
designated as a successor plan. Any such election, once made, shall be
irrevocable.

To the extent permitted under the Code and Regulations, the Employer may, at its
option, elect to treat all Members who are eligible to make a Vesting Election
as having made such Vesting Election if the vesting schedule resulting from such
an election is more favorable than the Vesting Schedule that would apply
pursuant to the Plan amendment. Furthermore, subject to the requirements of the
applicable Regulations, the Employer may elect to treat all Members, who were
employed by the Employer on or before the effective date of the change or
amendment, as subject to the prior vesting schedule, provided such prior
schedule is more favorable.

In the event that an Employer elects, in its Adoption Agreement, to use the hour
of service method for determining vesting service, Years of Service shall be
substituted for Years of Employment for all purposes under this Article VI.


                                       36
<PAGE>

SECTION 6.3       FORFEITURES
                  -----------

If a Member who was partially vested in his Account on the date of his
termination of Employment returns to Employment, his Years of Employment (or, as
applicable, years of service) prior to the Break(s) in Service shall be included
in determining future vesting and, if he returns before incurring 5 consecutive
one year Breaks in Service, any amounts forfeited from his Account shall be
restored to his Account provided, however, that if such a Member has received a
distribution pursuant to Article VII, his nonvested Account shall not be
restored unless he repays to the Plan the full amount distributed to him before
the earlier of (i) 5 years after the first date on which the Member is
subsequently reemployed by the Employer, or (ii) the close of the first period
of 5 consecutive one-year Breaks in Service commencing after the withdrawal. The
amount restored to the Member's Account will be valued on the Valuation Date
coinciding with or next following the later of (i) the date the Employee is
rehired, or (ii) the date a new enrollment application is received by the TPA.
If a Member terminates Employment without any vested interest in his Account, he
shall (i) immediately be deemed to have received a total distribution of his
Account and (ii) thereupon forfeit his entire Account; provided that if such
Member returns to Employment before the number of consecutive one-year Breaks in
Service equals or exceeds the greater of (i) 5, or (ii) the aggregate number of
the Member's Years Employment (or, as applicable, Years of Service) prior to
such Break in Service, his Account shall be restored in the same manner as if
such Member had been partially vested at the time of his termination of
Employment and had his nonvested Account restored upon a return to employment,
and his Years of Employment (or, as applicable, Years of Service) prior to
incurring the first Break in Service shall be included in any subsequent
determination of his vesting service.

Forfeited amounts, as described in the preceding paragraph, shall be made
available to the Employer, through a transfer from the Member's Account to the
Employer Credit Account, upon: (1) if the Member had a vested interest in his
Account at his termination of Employment, the earlier of (i) the date as of
which the Member receives a distribution of his entire vested interest in his
Account or (ii) the date upon which the Member incurs 5 consecutive one-year
Breaks in Service, or (2) the date of the Member's termination of Employment, if
the Member then has no vested interest in his Account. Once so transferred, such
amounts shall be used at the option of the Employer to (i) reduce administrative
expenses for that Contribution Determination Period, (ii) offset any
contributions to be made by the Employer for that Contribution Determination
Period or (iii) be allocated to all eligible Members deemed to be employed as of
the last day of the Contribution Determination Period. The Employer Credit
Account, referenced in this Subparagraph, shall be maintained to


                                       37
<PAGE>

receive, in addition to the forfeitures described above, (i) contributions in
excess of the limitations contained in Section 415 of the Code, (ii) Employer
contributions made in advance of the date allocable to Members, if any, and
(iii) amounts, if any, forfeited pursuant to Sections 3.10 and 3.11.






















                                       38
<PAGE>

                                   ARTICLE VII
                          WITHDRAWALS AND DISTRIBUTIONS


SECTION 7.1       GENERAL PROVISIONS
                  ------------------

The Employer will define in the Adoption Agreement the terms and conditions
under which withdrawals and distributions will be permitted under the Plan. All
payments in respect of a Member's Account shall be made in cash from the Trust
Fund and in accordance with the provisions of this Article or Article XI except
that if the Adoption Agreement so provides, a Member may elect to have his
Account, to the extent then invested in the Employer Stock Fund, distributed in
the form of Employer Stock in accordance with the provisions of this Article or
Article XI. The amount of payment will be determined in accordance with the
value of the Member's Account on the Valuation Date coinciding with or next
following the date proper notice is filed with the TPA, unless following such
Valuation Date a decrease in the value of the Member's investment in any of the
available Investment Funds or other Account investments occurs prior to the date
the Member's Account is paid in which case that part of the payment which is
based on such investments shall equal the value of such investments determined
as of the date of payment which date shall occur as soon as administratively
practicable on or following the Valuation Date such proper notice is filed with
the TPA. If units are redeemed to make a payment of benefits, the redemption
date Unit value with respect to a Member's investment in any of the available
Investment Funds shall equal the value of a Unit in such Investment Fund, as
determined in accordance with the valuation method applicable to Unit
investments in such Investment Fund on the date the Member's investment is
redeemed.

Except where otherwise specified, payments provided under this Article will be
made in a lump sum as soon as practicable after such Valuation Date or date of
redemption, as may be applicable, subject to any applicable restriction on
redemption imposed on amounts invested in any of the available Investment Funds.

Any partial withdrawal shall be deemed to come (to the extent available for
withdrawal):

o     First from the Member's after-tax contributions made prior to January 1,
      1987.

o     Next from the Member's after-tax contributions made after December 31,
      1986 plus earnings on all of the Member's after-tax contributions.

o     Next from the Member's rollover contributions plus earnings thereon.


                                       39
<PAGE>

o     Next from the Employer matching contributions plus earnings thereon.

o     Next from the Employer supplemental contributions plus earnings thereon.

o     Next from the Employer basic contributions plus earnings thereon.

o     Next from the Employer safe harbor CODA contributions plus earnings
      thereon.

o     Next from the Member's 401(k) deferrals plus earnings thereon.

o     Next from the Employer qualified nonelective contributions plus earnings
      thereon.

o     Next from the Employer profit sharing contributions plus earnings thereon.


SECTION 7.2       WITHDRAWALS WHILE EMPLOYED
                  --------------------------

The Employer may, at its option, permit Members to make withdrawals from one or
more of the portions of their Accounts while employed by the Employer, as
designated in the Adoption Agreement, under the terms and provisions described
herein.

VOLUNTARY WITHDRAWALS - To the extent permitted by the Employer as specified in
the Adoption Agreement, a Member may voluntarily withdraw some or all of his
Account (other than his 401(k) deferrals and Employer qualified nonelective
contributions treated as 401(k) deferrals except as hereinafter permitted) while
in Employment by filing a notice of withdrawal with the TPA; provided, however,
that in the event his Employer has elected to provide annuity options under
Section 7.3, no withdrawals may be made from a married Member's Account without
the written consent of such Member's Spouse (which consent shall be subject to
the procedures set forth in Section 7.3). Only one in-service withdrawal may be
made in any Plan Year from each of the rollover amount of the Member's Account
and the remainder of the Member's Account. This restriction shall not, however,
apply to a withdrawal under this Section in conjunction with a hardship
withdrawal.

Notwithstanding the foregoing paragraph, a Member may not withdraw any matching,
basic, supplemental, profit sharing or, solely in the case of the events
described in clause (iii) or (iv), qualified nonelective contributions made by
the Employer under Article III unless (i) the Member has completed 60 months of
participation in the Plan; (ii) the withdrawal occurs at least 24 months after
such contributions were made by the Employer; (iii) the Employer terminates the
Plan without establishing a qualified successor plan; or (iv) the Member dies,
is disabled, retires, attains age 59 1/2 or terminates Employment. For purposes
of the preceding requirements, if the Member's Account includes amounts which


                                       40
<PAGE>

have been transferred from a defined contribution plan established prior to the
adoption of the Plan by the Employer, the period of time during which amounts
were held on behalf of such Member and the periods of participation of such
Member under such defined contribution plan shall be taken into account.

Effective as of January 1, 1997, if an Employer does not permit Members to make
withdrawals from their Account while employed and a Member has attained age 70
1/2 prior to terminating employment with his Employer, such Member may withdraw
some or all of his Account under the terms and provisions of this Section 7.2.

If an Employer, in the Adoption Agreement, permits Members to withdraw 401(k)
deferrals and qualified non-elective contributions (and the income allocable to
each) while employed by the Employer, such deferrals or contributions are not
distributable earlier than upon separation from service, death, disability,
attainment of age 59 1/2 or hardship. Such amounts may also be distributed, in
accordance with Section 401(k)(2)(B)(i)(II) of the Code and the IRS Regulations
thereunder, upon: (i) termination of the Plan without the establishment of
another defined contribution plan other than an employee stock ownership plan
(as defined in Section 4975(e)(7) or Section 409 of the Code) or a simplified
employee pension plan (defined in Code Section 408(k) or a SIMPLE IRA plan
(defined in Code Section 408(p)), or (ii) the disposition by a corporation to an
unrelated corporation of substantially all of the assets (within the meaning of
Section 409(d)(2) of the Code) used in a trade or business of such corporation
if such corporation continues to maintain this Plan after the disposition, but
only with respect to employees who continue employment with the corporation
acquiring such assets, or (iii) 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.

HARDSHIP WITHDRAWALS - If designated by the Employer in the Adoption Agreement,
a Member may make a withdrawal of his 401(k) deferrals, Employer qualified
nonelective contributions which are treated as elective deferrals, and any
earnings credited thereto prior to January 1, 1989, prior to attaining age 59
1/2, provided that the withdrawal is solely on account of an immediate and heavy
financial need and is necessary to satisfy such financial need. For the purposes
of this Article, the term "immediate and heavy financial need" shall be limited
to the need of funds for (i) the payment of medical expenses (described in
Section 213(d) of the Code) incurred by the Member, the Member's Spouse, or any
of the Member's dependents (as defined in Section 152 of the Code), (ii) the
payment of tuition and room and board for the next 12 months of post-secondary
education of the Member, the Member's Spouse,


                                       41
<PAGE>

the Member's children, or any of the Member's dependents (as defined in Section
152 of the Code), (iii) the purchase (excluding mortgage payments) of a
principal residence for the Member, or (iv) the prevention of eviction of the
Member from his principal residence or the prevention of foreclosure on the
mortgage of the Member's principal residence. For purposes of this Article, a
distribution generally may be treated as "necessary to satisfy a financial need"
if the Plan Administrator reasonably relies upon the Member's written
representation that the need cannot be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by reasonable liquidation of the
Member's available assets, to the extent such liquidation would not itself cause
an immediate and heavy financial need, (iii) by cessation of Member
contributions and/or deferrals pursuant to Article III of the Plan, to the
extent such contributions and/or deferrals are permitted by the Employer, or
(iv) by other distributions or nontaxable (at the time of the loan) loans from
plans maintained by the Employer or by any other employer, or by borrowing from
commercial sources on reasonable commercial terms. The amount of any withdrawal
pursuant to this Article shall not exceed the amount required to meet the
demonstrated financial hardship, including any amounts necessary to pay any
federal income taxes and penalties reasonably anticipated to result from the
distribution as certified to the Plan Administrator by the Member.

Notwithstanding the foregoing, no amounts may be withdrawn on account of
hardship pursuant to this Article prior to a Member's withdrawal of his other
available Plan assets without regard to any other withdrawal restrictions
adopted by the Employer.

SECTION 7.3       DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
                  --------------------------------------------

In accordance with the provisions for distributions designated by the Employer
in the Adoption Agreement, a Member who terminates Employment with the Employer
may request a distribution of his Account at any time thereafter up to
attainment of age 70 1/2. Except as otherwise provided by the Employer in the
Adoption Agreement, a Member may withdraw all or a portion of his Account at any
time after termination of employment and any amounts paid under this Article may
not be returned to the Plan.

Any distribution made under this Section 7.3 requires that a Request for
Distribution be filed with the TPA. If a Member does not file such a Request,
the value of his Account will be paid to him as soon as practicable after his
attainment of age 70 1/2, but in no event shall payment commence later than
April 1 of the calendar year


                                       42
<PAGE>

following the calendar year in which the Member attains age 70 1/2 unless
otherwise provided by law.

LUMP SUM PAYMENTS - A Member may request a distribution of all or a part of his
Account no more frequently than once per calendar year by filing the proper
Request for Distribution with the TPA. In the event the Employer has elected to
provide an annuity option under the Plan, no distributions may be made from a
married Member's Account without the written consent of such married Member's
spouse (which consent shall be subject to the procedures set forth below).

INSTALLMENT PAYMENTS - To the extent designated by the Employer in the Adoption
Agreement and in lieu of any lump sum payment of his total Account, a Member who
has terminated his Employment may elect in his Request for Distribution to be
paid in installments (no less frequently than annually), provided that a Member
shall not be permitted to elect an installment period in excess of his remaining
life expectancy (or the joint life expectancy of the Member and his designated
Beneficiary) and if a Member attempts such an election, the TPA shall deem him
to have elected the installment period with the next lowest multiple within the
Member's remaining life expectancy. For purposes of installment payments under
this Section 7.3, the Member's life expectancy (or the joint life expectancy of
the Member and his designated Beneficiary) shall not be recalculated. The amount
of each installment will be equal to the value of the total Units in the
Member's Account, multiplied by a fraction, the numerator of which is one and
the denominator of which is the number of remaining installments including the
one then being paid, so that at the end of the installment period so elected,
the total Account will be liquidated. The value of the Units will be determined
in accordance with the Unit values on the Valuation Date on or next following
the TPA's receipt of his Request for Distribution and on each anniversary
thereafter subject to applicable Regulations under Code Section 401(a)(9).
Payment will be made as soon as practicable after each such Valuation Date, but
in no event shall payment commence later than April 1 of the calendar year
following the calendar year in which the Member attains age 70 1/2 subject to
the procedure for making such distributions described below. The election of
installments hereunder may not be subsequently changed by the Member, except
that upon written notice to the TPA, the Member may withdraw the balance of the
Units in his Account in a lump sum at any time, notwithstanding the fact that
the Member previously received a distribution in the same calendar year.

ANNUITY PAYMENTS - The Employer may, at its option, elect to provide an annuity
option under the Plan. To the extent so designated by the Employer in the
Adoption


                                       43
<PAGE>

Agreement and in lieu of any lump sum payment of his total Account, a Member who
has terminated his Employment may elect in his Request for Distribution to have
the value of his total Account be paid as an annuity secured for the Member by
the Plan Administrator through a individual annuity contract purchased by the
Plan. In the event the Employer elects to provide the annuity option, the
following provisions shall apply:

UNMARRIED MEMBERS - Any unmarried Member who has terminated his Employment may
elect, in lieu of any other available payment option, to receive a benefit
payable by purchase of a single premium contract providing for (i) a single life
annuity for the life of the Member or (ii) an annuity for the life of the Member
and, if the Member dies leaving a designated Beneficiary, a 50% survivor annuity
for the life of such designated Beneficiary.

MARRIED MEMBERS - Except as otherwise provided below, (i) any married Member who
has terminated his Employment shall receive a benefit payable by purchase of a
single premium contract providing for a Qualified Joint and Survivor Annuity, as
defined below, and (ii) the Surviving Spouse of any married Member who dies
prior to the date payment of his benefit commences shall be entitled to a
Preretirement Survivor Annuity, as defined below. Notwithstanding the foregoing,
any such married Member may elect to receive his benefit in any other available
form, and may waive the Preretirement Survivor Annuity, in accordance with the
spousal consent requirements described herein.

For purposes of this Section 7.3, the term Qualified Joint and Survivor Annuity"
means a benefit providing an annuity for the life of the Member, ending with the
payment due on the last day of the month coinciding with or preceding the date
of his death, and, if the Member dies leaving a Surviving Spouse, a survivor
annuity for the life of such Surviving Spouse equal to one-half of the annuity
payable for the life of the Member under his Qualified Joint and Survivor
Annuity, commencing on the last day of the month following the date of the
Member's death and ending with the payment due on the first day of the month
coinciding with or preceding the date of such Surviving Spouse's death.

For purposes of this Section 7.3, the term "Preretirement Survivor Annuity"
means a benefit providing for payment of 50% of the Member's Account balance as
of the Valuation Date coinciding with or preceding the date of his death.
Payment of a Preretirement Survivor Annuity shall commence in the month
following the month in which the Member dies or as soon as practicable
thereafter; provided, however, that to the extent required by law, if the value
of the amount used to purchase a


                                       44
<PAGE>

Preretirement Survivor Annuity exceeds $3,500, then payment of the Preretirement
Survivor Annuity shall not commence prior to the date the Member reached (or
would have reached, had he lived) Normal Retirement Age without the written
consent of the Member's Surviving Spouse. Absence of any required consent will
result in a deferral of payment of the Preretirement Survivor Annuity to the
month following the month in which occurs the earlier of (i) the date the
required consent is received by the TPA or (ii) the date the Member would have
reached Normal Retirement Age had he lived.

The TPA shall furnish or cause to be furnished, to each married Member with an
Account subject to this Section 7.3, explanations of the Qualified Joint and
Survivor Annuity and Preretirement Survivor Annuity. A Member may, with the
written consent of his Spouse (unless the TPA makes a written determination in
accordance with the Code and the Regulations that no such consent is required),
elect in writing (i) to receive his benefit in a single lump sum payment within
the 90-day period ending on the date payment of his benefit commences; and (ii)
to waive the Preretirement Survivor Annuity within the period beginning on the
first day of the Plan Year in which the Member attains age 35 and ending on the
date of his death. Any election made pursuant to this Subparagraph may be
revoked by a Member, without spousal consent, at any time within which such
election could have been made. Such an election or revocation must be made in
accordance with procedures developed by the TPA and shall be notarized.

Notwithstanding anything to the contrary, effective for Plan Years beginning
after December 31, 1996, the 90-day period in which a Member may, with the
written consent of his Spouse, elect in writing to receive his benefit in a
single lump sum shall not end before the 30th day after the date on which
explanations of the Qualified Joint and Survivor Annuity and Preretirement
Survivor Annuity are provided. A Member may elect (with any applicable spousal
consent) to waive any requirement that the written explanation be provided at
least 30 days before the annuity starting date (or to waive the 30-day
requirement under the preceding sentence) if the distribution commences more
than seven days after such explanation is provided.

Notwithstanding the preceding provisions of this Section 7.3, any benefit of
$3,500, subject to the limits of Article X, or less, shall be paid in cash in a
lump sum in full settlement of the Plan's liability therefor; provided, however,
that in the case of a married Member, no such lump sum payment shall be made
after benefits have commenced without the consent of the Member and his Spouse
or, if the Member has died, the Member's Surviving Spouse. Furthermore, if the
value of the benefit payable to a Member or his Surviving Spouse is greater than
$3,500 and the Member


                                       45
<PAGE>

has or had not reached his Normal Retirement Age, then to the extent required by
law, unless the Member (and, if the Member is married and his benefit is to be
paid in a form other than a Qualified Joint and Survivor Annuity, his Spouse,
or, if the Member was married, his Surviving Spouse) consents in writing to an
immediate distribution of such benefit, his benefit shall continue to be held in
the Trust until a date following the earlier of (i) the date of the TPA's
receipt of all required consents or (ii) the date the Member reaches his
earliest possible Normal Retirement Age under the Plan (or would have reached
such date had he lived), and thereafter shall be paid in accordance with this
Section 7.3.

Solely to the extent required under applicable law and regulations, and
notwithstanding any provisions of the Plan to the contrary that would otherwise
limit a Distributee's election under this Subparagraph, a Distributee may elect,
at the time and in the manner prescribed by the TPA, 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
Subparagraph, the following terms shall have the following meanings:

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

Effective January 1, 2000, an Eligible Rollover Distribution excludes hardship
withdrawals as defined in Section 401(k)(2)(B)(i)(IV) of the Code which are
attributable to Member's 401(k) deferrals under Treasury Regulation Section
1.401(k)-1(d)(2)(ii).

ELIGIBLE RETIREMENT PLAN - An individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in Section 408(b)
of the Code, an annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to a Surviving


                                       46
<PAGE>

Spouse, an Eligible Retirement Plan is an individual retirement account or an
individual retirement annuity.

DISTRIBUTEE - A Distributee may be (i) an Employee, (ii) a former Employee,
(iii) an Employee's Surviving Spouse, (iv) a former Employee's Surviving Spouse,
(v) an Employee's Spouse or former Spouse who is an alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of the Code, or
(vi) a former Employee's Spouse or former Spouse who is an alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of the Code,
with respect to the interest of the Spouse or former Spouse.

DIRECT ROLLOVER - A payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

SECTION 7.4       DISTRIBUTIONS DUE TO DISABILITY
                  -------------------------------

A Member who is separated from Employment by reason of a disability which is
expected to last in excess of 12 consecutive months and who is either (i)
eligible for, or is receiving, disability insurance benefits under the Federal
Social Security Act or (ii) approved for disability under the provisions of any
other benefit program or policy maintained by the Employer, which policy or
program is applied on a uniform and nondiscriminatory basis to all Employees of
the Employer, shall be deemed to be disabled for all purposes under the Plan.
The Plan Administrator shall determine whether a Member is disabled in
accordance with the terms of the immediately preceding paragraph; provided,
however, approval of Disability is conditioned upon notice to the Plan
Administrator of such Member's Disability within 13 months of the Member's
separation from Employment. The notice of Disability shall include a
certification that the Member meets one or more of the criteria listed above.
Upon determination of Disability, a Member may withdraw his total Account
balance under the Plan and have such amounts paid to him in accordance with the
applicable provisions of this Article VII, as designated by the Employer. If a
disabled Member becomes reemployed subsequent to withdrawal of some or all of
his Account balance, such Member may not repay to the Plan any such withdrawn
amounts.

SECTION 7.5       DISTRIBUTIONS DUE TO DEATH
                  --------------------------

Subject to the provisions of Section 7.3 above, if a married Member dies, his
Spouse, as Beneficiary, will receive a death benefit equal to the value of the
Member's Account determined on the Valuation Date on or next following the TPA's
receipt of notice that such Member died; provided, however, that if such
Member's Spouse had


                                       47
<PAGE>

consented in writing to the designation of a different Beneficiary, the Member's
Account will be paid to such designated Beneficiary. Such nonspousal designation
may be revoked by the Member without spousal consent at any time prior to the
Member's death. If a Member is not married at the time of his death, his Account
will be paid to his designated Beneficiary.

A Member may elect that upon his death, his Beneficiary, pursuant to this
Section 7.5, may receive, in lieu of any lump sum payment, payment in 5 annual
installments (10 if the Spouse is the Beneficiary, provided that the Spouse's
remaining life expectancy is at least 10 years) whereby the value of 1/5th of
such Member's Units (or 1/10th in the case of a spousal Beneficiary, provided
that the Spouse's remaining life expectancy is at least 10 years) in each
available Investment Fund will be determined in accordance with the Unit values
on the Valuation Date on or next following the TPA's receipt of notice of the
Member's death and on each anniversary of such Valuation Date. Payment will be
made as soon as practicable after each Valuation Date until the Member's Account
is exhausted. Such election may be filed at any time with the Plan Administrator
prior to the Member's death and may not be changed or revoked after such
Member's death. If such an election is not in effect at the time of the Member's
death, his Beneficiary (including any spousal Beneficiary) may elect to receive
distributions in accordance with this Article, except that any balance remaining
in the deceased Member's Account must be distributed on or before the December
31 of the calendar year which contains the 5th anniversary (the 10th anniversary
in the case of a spousal Beneficiary, provided that the Spouse's remaining life
expectancy is at least 10 years) of the Member's death. Notwithstanding the
foregoing, payment of a Member's Account shall commence not later than the
December 31 of the calendar year immediately following the calendar year in
which the Member died or, in the event such Beneficiary is the Member's
Surviving Spouse, on or before the December 31 of the calendar year in which
such Member would have attained age 70 1/2, if later (or, in either case, on any
later date prescribed by the IRS Regulations). If, upon the Spouse's or
Beneficiary's death, there is still a balance in the Account, the value of the
remaining Units will be paid in a lump sum to such Spouse's or Beneficiary's
estate.

SECTION 7.6       MINIMUM REQUIRED DISTRIBUTIONS
                  ------------------------------

Effective as of January 1, 1997, payment of a Member's Account shall not
commence later than April 1 of the calendar year following the later of (i) the
calendar year in which the Member attains age 70 1/2 or (ii) the calendar year
in which the Member retires; provided however, if the Member is a 5 percent
owner (as described in section 416(i) of the Code), at any time during the Plan
Year ending with or within the


                                       48
<PAGE>

calendar year in which the Employee attains age 70 1/2, any benefit payable to
such Member shall commence no later than April 1 of the calendar year following
the calendar year in which the Member attains age 70 1/2. Such benefit shall be
paid, in accordance with the Regulations, over a period not extending beyond the
life expectancy of such Member (or the joint life expectancy of the Member and
his designated Beneficiary). For purposes of this Section, life expectancy of a
Member and/or a Member's spouse may at the election of the Member be
recalculated annually in accordance with the Regulations. The election, once
made, shall be irrevocable. If the Member does not make an election prior to the
time that distributions are required to commence, then life expectancies shall
not be recalculated.

Notwithstanding anything in the Plan to the contrary, if a Member dies after
distribution of his interest has begun, the remaining portion of such interest
will continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Member's death. In addition, to the extent
any payments from the Member's Account would be made after the Member's death,
such payments shall be made in accordance with Section 401(a)(9) of the Code and
the IRS Regulations thereunder (including the minimum distribution incidental
benefit requirements).















                                       49
<PAGE>

                                  ARTICLE VIII
                                  LOAN PROGRAM


SECTION 8.1       GENERAL PROVISIONS
                  ------------------

An Employer may, at its option, make available the loan program described herein
for any Member (and, if applicable under Section 8.8 of this Article, any
Beneficiary), subject to applicable law. The Employer shall so designate its
adoption of the loan program and the terms and provisions of its operation in
the Adoption Agreement. There shall be a reasonable origination fee and/or an
annual administration fee assessed to the Member's Account for each loan made to
a Member or Beneficiary. In the event that the Employer has elected to provide
an annuity option under Article VII or amounts are transferred to the Plan from
a retirement plan subject to Section 401(a)(11) of the Code, no loans may be
made from a married Member's Account without the written consent of such
Member's Spouse (in accordance with the spousal consent rules set forth under
Section 7.3). In the event the Employer elects to permit loans to be made from
rollover contributions and earnings thereon, as designated in the Adoption
Agreement, loans shall be available from the Accounts of any Employees of the
Employer who have not yet become Members. Only one loan may be made to a Member
in the Plan Year, except that if an Employer provides in the Adoption Agreement
to make loans available from Employee rollover contributions and the earnings
thereon, a Member will be permitted to request a second loan in the Plan Year to
the extent of Employee rollover contributions and earnings thereon subject to
any other limitations provided under this Article.

The Employer may elect, in the Adoption Agreement, to make the loan program
available only in the event of hardship or financial necessity. Hardship or
financial necessity is defined as a significant health expense or a loss of
income due to illness or disability incurred by a Member, or the death of a
Member or an immediate family member of a Member. Hardship or financial
necessary also includes the purchase of a Member's principal place of residence
as well as paying for a college education (including graduate studies) for
either a Member or a Member's dependents.

SECTION 8.2       LOAN APPLICATION
                  ----------------

Subject to the restrictions described in the paragraph immediately following, a
Member in Employment may borrow from his Account in each of the available
Investment Funds by filing a loan application with the TPA. Such application
(hereinafter referred to as a


                                       50
<PAGE>

"completed application") shall (i) specify the terms pursuant to which the loan
is requested to be made and (ii) provide such information and documentation as
the TPA shall require, including a note, duly executed by the Member, granting a
security interest of an amount not greater than 50% of his vested Account, to
secure the loan. With respect to such Member, the completed application shall
authorize the repayment of the loan through payroll deductions. Such loan will
become effective upon the Valuation Date coinciding with or next following the
date on which his completed application and other required documents were
submitted, subject to the same conditions with respect to the amount to be
transferred under this Section which are specified in the Plan procedures for
determining the amount of payments made under Article VII of the Plan.

The Employer shall establish standards in accordance with the Code and ERISA
which shall be uniformly applicable to all Members eligible to borrow from their
interests in the Trust Fund similarly situated and shall govern the TPA's
approval or disapproval of completed applications. The terms for each loan shall
be set solely in accordance with such standards.

The TPA shall, in accordance with the established standards, review and approve
or disapprove a completed application as soon as practicable after its receipt
thereof, and shall promptly notify the applying Member of such approval or
disapproval. Notwithstanding the foregoing, the TPA may defer its review of a
completed application, or defer payment of the proceeds of an approved loan, if
the proceeds of the loan would otherwise be paid during the period commencing on
December 1 and ending on the following January 31.

Subject to the preceding paragraph and Section 8.6, upon approval of a completed
application, the TPA shall cause payment of the loan to be made from the
available Investment Fund(s) in the same proportion that the designated portion
of the Member's Account is invested at the time of the loan, and the relevant
portion of the Member's interest in such Investment Fund(s) shall be cancelled
and shall be transferred in cash to the Member. The TPA shall maintain
sufficient records regarding such amounts to permit an accurate crediting of
repayments of the loan.

Notwithstanding any provision of this Article VIII to the contrary, if an
Employer has elected in the Adoption Agreement to condition loans based upon a
Member's demonstrated hardship or financial necessity, the Plan Administrator,
in a uniform and nondiscriminatory manner, shall determine whether a Member has
incurred a hardship or financial necessity following the Member filing a loan
application with the TPA.


                                       51
<PAGE>

SECTION 8.3       PERMITTED LOAN AMOUNT
                  ---------------------

The amount of each loan may not be less than $1,000 nor more than the maximum
amount as described below. The maximum amount available for loan under the Plan
(when added to the outstanding balance of all other loans from the Plan to the
borrowing Member) shall not exceed the lesser of: (a) $50,000 reduced by the
excess (if any) of (i) the highest outstanding loan balance attributable to the
Account of the Member requesting the loan from the Plan during the one-year
period ending on the day preceding the date of the loan, over (ii) the
outstanding balance of all other loans from the Plan to the Member on the date
of the loan, or (b) 50% of the value of the Member's vested portion of his
Account as of the Valuation Date on or next following the date on which the TPA
receives the completed application for the loan and all other required
documents. In determining the maximum amount that a Member may borrow, all
vested assets of his Account will be taken into consideration, provided that,
where the Employer has not elected to make a Member's entire Account available
for loans, in no event shall the amount of the loan exceed the value of such
vested portion of the Member's Account from which loans are permissible.

SECTION 8.4       SOURCE OF FUNDS FOR LOAN
                  ------------------------

The amount of the loan will be deducted from the Member's Account in the
available Investment Funds in accordance with Section 8.2 of this Article and
the Plan procedures for determining the amount of payments made under Article
VII. Loans shall be deemed to come (to the extent the Employer permits Members
to take loans from one or more of the portions of their Accounts, as designated
in the Adoption Agreement):

o     First from the vested Employer profit sharing contributions plus earnings
      thereon.

o     Next from the Employer qualified nonelective contributions plus earnings
      thereon.

o     Next from the Member's 401(k) deferrals plus earnings thereon.

o     Next from the Member's safe harbor CODA contributions plus earnings
      thereon.

o     Next from the vested Employer basic contributions plus earnings thereon.

o     Next from the vested Employer supplemental contributions plus earnings
      thereon.

o     Next from the vested Employer matching contributions plus earnings
      thereon.

o     Next from the Member's rollover contributions plus earnings thereon.



                                       52
<PAGE>

o     Next from the Member's after-tax contributions made after December 31,1986
      plus earnings on all of the Member's after-tax contributions.

o     Next from the Member's after-tax contributions made prior to January
      1,1987.

SECTION 8.5       CONDITIONS OF LOAN
                  ------------------

Each loan to a Member under the Plan shall be repaid in level monthly amounts
through regular payroll deductions after the effective date of the loan, and
continuing thereafter with each payroll. Except as otherwise required by the
Code and the IRS Regulations, each loan shall have a repayment period of not
less than 12 months and not in excess of 60 months, unless the purpose of the
loan is for the purchase of a primary residence, in which case the loan may be
for not more than 180 months. After the first 3 monthly payments of the loan
have been satisfied, the Member may pay the outstanding loan balance (including
accrued interest from the due date).

The rate of interest for the term of the loan will be established as of the loan
date, and will be the Barron's Prime Rate (base rate) plus 1% as published on
the last Saturday of the preceding month, or such other rate as may be required
by applicable law and determined by reference to the prevailing interest rate
charged by commercial lenders under similar circumstances. The applicable rate
would then be in effect through the last business day of the month.

Repayment of all loans under the Plan shall be secured by 50% of the Member's
vested interest in his Account, determined as of the origination of such loan.

SECTION 8.6       CREDITING OF REPAYMENT
                  ----------------------

Upon lending any amount to a Member, the TPA shall establish and maintain a loan
receivable account with respect to, and for the term of, the loan. The
allocations described in this Section shall be made from the loan receivable
account. Upon receipt of each monthly installment payment and the crediting
thereof to the Member's loan receivable account, there shall be allocated to the
Member's Account in the available Investment Funds, in accordance with his most
recent investment instructions, the principal portion of the installment payment
plus that portion of the interest equal to the rate determined in Section 8.5 of
this Article. The unpaid balance owed by a Member on a loan under the Plan shall
not reduce the amount credited to his Account. However, from the time of payment
of the proceeds of the loan to the Member, such Account shall be deemed
invested, to the extent of such unpaid balance, in such loan until the complete
repayment thereof or distribution from


                                       53
<PAGE>

such Account. Any loan repayment shall first be deemed allocable to the portions
of the Member's Account on the basis of a reverse ordering of the manner in
which the loan was originally distributed to the Member.

SECTION 8.7       CESSATION OF PAYMENTS ON LOAN
                  -----------------------------

If a Member, while employed, fails to make a monthly installment payment when
due, as specified in the completed application, subject to applicable law, he
will be deemed to have received a distribution of the outstanding balance of the
loan. If such default occurs after the first 3 monthly payments of the loan have
been satisfied, the Member may pay the outstanding balance, including accrued
interest from the due date, by the last day of the calendar quarter following
the calendar quarter which contains the due date of the last monthly installment
payment, in which case no such distribution will be deemed to have occurred.
Subject to applicable law, notwithstanding the foregoing, a Member that borrows
any of his 401(k) deferrals and any of the earnings attributable thereto may not
cease to make monthly installment payments while employed and receiving a Salary
from the Employer.

Except as provided below, upon a Member's termination of Employment, death or
Disability, or the Employer's termination of the Plan, no further monthly
installment payments may be made. Unless the outstanding balance, including
accrued interest from the due date, is paid by the last day of the calendar
quarter following the calendar quarter which contains the date of such
occurrence, the Member will be deemed to have received a distribution of the
outstanding balance of the loan including accrued interest from the due date.

SECTION 8.8       LOANS TO FORMER MEMBERS
                  -----------------------

Notwithstanding any other provisions of this Article VIII, a member who
terminates Employment for any reason shall be permitted to continue making
scheduled repayments with respect to any loan balance outstanding at the time he
becomes a terminated Member. In addition, a terminated Member or Beneficiary may
elect to initiate a new loan from his Account, subject to the conditions
otherwise described in this Article VIII. If any terminated Member who continues
to make repayments or any terminated Member or Beneficiary who borrows from his
Account pursuant to this Section 8.8 fails to make a scheduled monthly
installment payment by the last day of the calendar quarter following the
calendar quarter which contains the scheduled payment date, he will be deemed to
have received a distribution of the outstanding balance of the loan.


                                       54
<PAGE>

                                   ARTICLE IX
            ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES


SECTION 9.1       FIDUCIARIES
                  -----------

The following persons are Fiduciaries under the Plan.

a)    The Trustee,

b)    The Employer,

c)    The Plan Administrator or committee, appointed by the Employer pursuant to
      this Article IX of the Plan and designated as the "Named Fiduciary" of the
      Plan and the Plan Administrator, and

d)    Any Investment Manager appointed by the Employer as provided in Section
      9.4.

Each of said Fiduciaries shall be bonded to the extent required by ERISA.

The TPA is not intended to have the authority or responsibilities which would
cause it to be considered a Fiduciary with respect to the Plan unless the TPA
otherwise agrees to accept such authority or responsibilities in a service
agreement or otherwise in writing.

SECTION 9.2       ALLOCATION OF RESPONSIBILITIES AMONG THE FIDUCIARIES
                  ----------------------------------------------------

a)    The Trustee
      -----------

      The Employer shall enter into one or more Trust Agreements with a Trustee
      or Trustees selected by the Employer. The Trust established under any such
      agreement shall be a part of the Plan and shall provide that all funds
      received by the Trustee as contributions under the Plan and the income
      therefrom (other than such part as is necessary to pay the expenses and
      charges referred to in Paragraph (b) of this Section) shall be held in the
      Trust Fund for the exclusive benefit of the Members or their
      Beneficiaries, and managed, invested and reinvested and distributed by the
      Trustee in accordance with the Plan. Sums received for investment may be
      invested (i) wholly or partly through the medium of any common, collective
      or commingled trust fund maintained by a bank or other financial
      institution and which is qualified under Sections 401(a) and 501(a) of the
      Code and constitutes a part of the Plan; (ii) wholly or partly through the
      medium of a group annuity or other type of contract issued by an insurance
      company and constituting a part of the Plan, and utilizing, under any such
      contract, general, commingled or individual investment accounts; or (iii)
      wholly or


                                       55
<PAGE>

      partly in securities issued by an investment company registered under the
      Investment Company Act of 1940. Subject to the provisions of Article XI,
      the Employer may from time to time and without the consent of any Member
      or Beneficiary (a) amend the Trust Agreement or any such insurance
      contract in such manner as the Employer may deem necessary or desirable to
      carry out the Plan, (b) remove the Trustee and designate a successor
      Trustee upon such removal or upon the resignation of the Trustee, and (c)
      provide for an alternate funding agency under the Plan. The Trustee shall
      make payments under the Plan only to the extent, in the amounts, in the
      manner, at the time, and to the persons as shall from time to time be set
      forth and designated in written authorizations from the Plan Administrator
      or TPA.

      The Trustee shall from time to time charge against and pay out of the
      Trust Fund taxes of any and all kinds whatsoever which are levied or
      assessed upon or become payable in respect of such Fund, the income or any
      property forming a part thereof, or any security transaction pertaining
      thereto. To the extent not paid by the Employer, the Trustee shall also
      charge against and pay out of the Trust Fund other expenses incurred by
      the Trustee in the performance of its duties under the Trust, the expenses
      incurred by the TPA in the performance of its duties under the Plan
      (including reasonable compensation for agents and cost of services
      rendered in respect of the Plan), such compensation of the Trustee as may
      be agreed upon from time to time between the Employer and the Trustee, and
      all other proper charges and disbursements of the Trustee, the Employer,
      or the Plan Administrator.

b)    The Employer
      ------------

      The Employer shall be responsible for all functions assigned or reserved
      to it under the Plan and any related Trust Agreement. Any authority so
      assigned or reserved to the Employer, other than responsibilities assigned
      to the Plan Administrator, shall be exercised by resolution of the
      Employer's Board of Directors and shall become effective with respect to
      the Trustee upon written notice to the Trustee signed by the duly
      authorized officer of the Board advising the Trustee of such exercise. By
      way of illustration and not by limitation, the Employer shall have
      authority and responsibility:

      (1)   to amend the Plan;

      (2)   to merge and consolidate the Plan with all or part of the assets or
            liabilities of any other plan;


                                       56
<PAGE>

      (3)   to appoint, remove and replace the Trustee and the Plan
            Administrator and to monitor their performances;

      (4)   to appoint, remove and replace one or more Investment Managers, or
            to refrain from such appointments, and to monitor their
            performances;

      (5)   to communicate such information to the Plan Administrator, TPA,
            Trustee and Investment Managers as they may need for the proper
            performance of their duties; and

      (6)   to perform such additional duties as are imposed by law.

      Whenever, under the terms of this Plan, the Employer is permitted or
      required to do or perform any act, it shall be done and performed by an
      officer thereunto duly authorized by its Board of Directors.

c)    The Plan Administrator
      ----------------------

      The Plan Administrator shall have responsibility and discretionary
      authority to control the operation and administration of the Plan in
      accordance with the provisions of Article IX of the Plan, including,
      without limiting, the generality of the foregoing:

      (1)   the determination of eligibility for benefits and the amount and
            certification thereof to the Trustee;

      (2)   the hiring of persons to provide necessary services to the Plan;

      (3)   the issuance of directions to the Trustee to pay any fees, taxes,
            charges or other costs incidental to the operation and management of
            the Plan;

      (4)   the preparation and filing of all reports required to be filed with
            respect to the Plan with any governmental agency; and

      (5)   the compliance with all disclosure requirements imposed by state or
            federal law.





                                       57
<PAGE>

d)    The Investment Manager
      ----------------------

      Any Investment Manager appointed pursuant to Section 9.4 shall have sole
      responsibility for the investment of the portion of the assets of the
      Trust Fund to be managed and controlled by such Investment Manager. An
      Investment Manager may place orders for the purchase and sale of
      securities directly with brokers and dealers.

SECTION 9.3       NO JOINT FIDUCIARY RESPONSIBILITIES
                  -----------------------------------

This Article IX is intended to allocate to each Fiduciary the individual
responsibility for the prudent execution of the functions assigned to him, and
none of such responsibilities or any other responsibilities shall be shared by
two or more of such Fiduciaries unless such sharing is provided by a specific
provision of the Plan or any related Trust Agreement. Whenever one Fiduciary is
required to follow the directions of another Fiduciary, the two Fiduciaries
shall not be deemed to have been assigned a shared responsibility, but the
responsibility of the Fiduciary giving the directions shall be deemed his sole
responsibility, and the responsibility of the Fiduciary receiving those
directions shall be to follow them insofar as such instructions are on their
face proper under applicable law. To the extent that fiduciary responsibilities
are allocated to an Investment Manager, such responsibilities are so allocated
solely to such Investment Manager alone, to be exercised by such Investment
Manager alone and not in conjunction with any other Fiduciary, and the Trustee
shall be under no obligation to manage any asset of the Trust Fund which is
subject to the management of such Investment Manager.

SECTION 9.4       INVESTMENT MANAGER
                  ------------------

The Employer may appoint a qualified Investment Manager or Managers to manage
any portion or all of the assets of the Trust Fund. For the purpose of this Plan
and the related Trust, a "qualified Investment Manager" means an individual,
firm or corporation who has been so appointed by the Employer to serve as
Investment Manager hereunder, and who is and has acknowledged in writing that he
is (a) a Fiduciary with respect to the Plan, (b) bonded as required by ERISA,
and (c) either (i) registered as an investment advisor under the Investment
Advisors Act of 1940, (ii) a bank as defined in said Act, or (iii) an insurance
company qualified to perform investment management services under the laws of
more than one state of the United States.

Any such appointment shall be by a vote of the Board of Directors of the
Employer naming the Investment Manager so appointed and designating the portion
of the


                                       58
<PAGE>

assets of the Trust Fund to be managed and controlled by such Investment
Manager. Said vote shall be evidenced by a certificate in writing signed by the
duly authorized officer of the Board and shall become effective on the date
specified in such certificate but not before delivery to the Trustee of a copy
of such certificate, together with a written acknowledgment by such Investment
Manager of the facts specified in the second sentence of this Section.

SECTION 9.5       ADVISOR TO FIDUCIARY
                  --------------------

A Fiduciary may employ one or more persons to render advice concerning any
responsibility such Fiduciary has under the Plan and related Trust Agreement.

SECTION 9.6       SERVICE IN MULTIPLE CAPACITIES
                  ------------------------------

Any person or group of persons may serve in more than one fiduciary capacity
with respect to the Plan, specifically including service both as Plan
Administrator and as a Trustee of the Trust; provided, however, that no person
may serve in a fiduciary capacity who is precluded from so serving pursuant to
Section 411 of ERISA.

SECTION 9.7       APPOINTMENT OF PLAN ADMINISTRATOR
                  ---------------------------------

The Employer shall designate the Plan Administrator in the Adoption Agreement.
The Plan Administrator may be an individual, a committee of two or more
individuals, whether or not, in either such case, the individual or any of such
individuals are Employees of the Employer, a consulting firm or other
independent agent, the Trustee (with its consent), the Board of the Employer, or
the Employer itself. Except as the Employer shall otherwise expressly determine,
the Plan Administrator shall be charged with the full power and responsibility
for administering the Plan in all its details. If no Plan Administrator has been
appointed by the Employer, or if the person designated as Plan Administrator is
not serving as such for any reason, the Employer shall be deemed to be the Plan
Administrator. The Plan Administrator may be removed by the Employer or may
resign by giving written notice to the Employer, and, in the event of the
removal, resignation, death or other termination of service of the Plan
Administrator, the Employer shall, as soon as is practicable, appoint a
successor Plan Administrator, such successor thereafter to have all of the
rights, privileges, duties and obligations of the predecessor Plan
Administrator.

SECTION 9.8       POWERS OF THE PLAN ADMINISTRATOR
                  --------------------------------

The Plan Administrator is hereby vested with all powers and authority necessary
in order


                                       59
<PAGE>

to carry out its duties and responsibilities in connection with the
administration of the Plan as herein provided, and is authorized to make such
rules and regulations as it may deem necessary to carry out the provisions of
the Plan and the Trust Agreement. The Plan Administrator may from time to time
appoint agents to perform such functions involved in the administration of the
Plan as it may deem advisable. The Plan Administrator shall have the
discretionary authority to determine any questions arising in the
administration, interpretation and application of the Plan, including any
questions submitted by the Trustee on a matter necessary for it to properly
discharge its duties; and the decision of the Plan Administrator shall be
conclusive and binding on all persons.

SECTION 9.9       DUTIES OF THE PLAN ADMINISTRATOR
                  --------------------------------

The Plan Administrator shall keep on file a copy of the Plan and the Trust
Agreement(s), including any subsequent amendments, and all annual reports of the
Trustee(s), and such annual reports or registration statements as may be
required by the laws of the United States, or other jurisdiction, for
examination by Members in the Plan during reasonable business hours. Upon
request by any Member, the Plan Administrator shall furnish him with a statement
of his interest in the Plan as determined by the Plan Administrator as of the
close of the preceding Plan Year.

SECTION 9.10      ACTION BY THE PLAN ADMINISTRATOR
                  --------------------------------

In the event that there shall at any time be two or more persons who constitute
the Plan Administrator, such persons shall act by concurrence of a majority
thereof.

SECTION 9.11      DISCRETIONARY ACTION
                  --------------------

Wherever, under the provisions of this Plan, the Plan Administrator is given any
discretionary power or powers, such power or powers shall not be exercised in
such manner as to cause any discrimination prohibited by the Code in favor of or
against any Member, Employee or class of Employees. Any discretionary action
taken by the Plan Administrator hereunder shall be consistent with any prior
discretionary action taken by it under similar circumstances and to this end the
Plan Administrator shall keep a record of all discretionary action taken by it
under any provision hereof.

SECTION 9.12      COMPENSATION AND EXPENSES OF PLAN ADMINISTRATOR
                  -----------------------------------------------

Employees of the Employer shall serve without compensation for services as Plan



                                       60
<PAGE>


Administrator, but all expenses of the Plan Administrator shall be paid by the
Employer or in accordance with Section 9.2. Such expenses shall include any
expenses incidental to the functioning of the Plan, including, but not limited
to, attorney's fees, accounting and clerical charges, and other costs of
administering the Plan. Non-Employee Plan Administrators shall receive such
compensation as the Employer shall determine.

SECTION 9.13      RELIANCE ON OTHERS
                  ------------------

The Plan Administrator and the Employer shall be entitled to rely upon all
valuations, certificates and reports furnished by the Trustee(s), upon all
certificates and reports made by an accountant or actuary selected by the Plan
Administrator and approved by the Employer and upon all opinions given by any
legal counsel selected by the Plan Administrator and approved by the Employer,
and the Plan Administrator and the Employer shall be fully protected in respect
of any action taken or suffered by them in good faith in reliance upon such
Trustee(s), accountant, actuary or counsel and all action so taken or suffered
shall be conclusive upon each of them and upon all Members, retired Members, and
Former Members and their Beneficiaries, and all other persons.

SECTION 9.14      SELF INTEREST
                  -------------

No person who is the Plan Administrator shall have any right to decide upon any
matter relating solely to himself or to any of his rights or benefits under the
Plan. Any such decision shall be made by another Plan Administrator or the
Employer.

SECTION 9.15      PERSONAL LIABILITY - INDEMNIFICATION
                  ------------------------------------

The Plan Administrator shall not be personally liable by virtue of any
instrument executed by him or on his behalf. Neither the Plan Administrator, the
Employer, nor any of its officers or directors shall be personally liable for
any action or inaction with respect to any duty or responsibility imposed upon
such person by the terms of the Plan unless such action or inaction is
judicially determined to be a breach of that person's fiduciary responsibility
with respect to the Plan under any applicable law. The limitation contained in
the preceding sentence shall not, however, prevent or preclude a compromise
settlement of any controversy involving the Plan, the Plan Administrator, the
Employer, or any of its officers and directors. The Employer may advance money
in connection with questions of liability prior to any final determination of a
question of liability. Any settlement made under this Article IX shall not be
determinative of any breach of fiduciary duty hereunder.



                                       61
<PAGE>

The Employer will indemnify every person who is or was a Plan Administrator,
officer or member of the Board or a person who provides services without
compensation to the Plan for any liability (including reasonable costs of
defense and settlement) arising by reason of any act or omission affecting the
Plan or affecting the Member or Beneficiaries thereof, including, without
limitation, any damages, civil penalty or excise tax imposed pursuant to ERISA;
provided (1) that the act or omission shall have occurred in the course of the
person's service as Plan Administrator, officer of the Employer or member of the
Board or was within the scope of the Employment of any Employee of the Employer
or in connection with a service provided without compensation to the Plan, (2)
that the act or omission be in good faith as determined by the Employer, whose
determination, made in good faith and not arbitrarily or capriciously, shall be
conclusive, and (3) that the Employer's obligation hereunder shall be offset to
the extent of any otherwise applicable insurance coverage, under a policy
maintained by the Employer, or any other person, or other source of
indemnification.

SECTION 9.16      INSURANCE
                  ---------

The Plan Administrator shall have the right to purchase such insurance as it
deems necessary to protect the Plan and the Trustee from loss due to any breach
of fiduciary responsibility by any person. Any premiums due on such insurance
may be paid from Plan assets provided that, if such premiums are so paid, such
policy of insurance must permit recourse by the insurer against the person who
breaches his fiduciary responsibility. Nothing in this Article IX shall prevent
the Plan Administrator or the Employer, at its, or his, own expense, from
providing insurance to any person to cover potential liability of that person as
a result of a breach of fiduciary responsibility, nor shall any provisions of
the Plan preclude the Employer from purchasing from any insurance company the
right of recourse under any policy by such insurance company.

SECTION 9.17      CLAIMS PROCEDURES
                  -----------------

Claims for benefits under the Plan shall be filed with the Plan Administrator on
forms supplied by the Employer. Written notice of the disposition of a claim
shall be furnished to the claimant within 90 days after the application thereof
is filed unless special circumstances require an extension of time for
processing the claim. If such an extension of time is required, written notice
of the extension shall be furnished to the claimant prior to the termination of
said 90-day period, and such notice shall indicate the special circumstances
which make the postponement appropriate.



                                       62
<PAGE>

SECTION 9.18      CLAIMS REVIEW PROCEDURES
                  ------------------------

In the event a claim is denied, the reasons for the denial shall be specifically
set forth in the notice described in this Section 9.18 in language calculated to
be understood by the claimant. Pertinent provisions of the Plan shall be cited,
and, where appropriate, an explanation as to how the claimant can request
further consideration and review of the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedures. Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Plan Administrator pursuant to
Section 9.17 shall be entitled to request the Plan Administrator to give further
consideration to his claim by filing with the Plan Administrator (on a form
which may be obtained from the Plan Administrator) a request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes his claim should be allowed, shall be filed with the Plan Administrator
no later than 60 days after receipt of the written notification provided for in
Section 9.17. The Plan Administrator shall then conduct a hearing within the
next 60 days, at which the claimant may be represented by an attorney or any
other representative of his choosing and at which the claimant shall have an
opportunity to submit written and oral evidence and arguments in support of his
claim. At the hearing (or prior thereto upon 5 business days' written notice to
the Plan Administrator), the claimant or his representative shall have an
opportunity to review all documents in the possession of the Plan Administrator
which are pertinent to the claim at issue and its disallowance. A final
disposition of the claim shall be made by the Plan Administrator within 60 days
of receipt of the appeal unless there has been an extension of 60 days and shall
be communicated in writing to the claimant. Such communication shall be written
in a manner calculated to be understood by the claimant and shall include
specific reasons for the disposition and specific references to the pertinent
Plan provisions on which the disposition is based. For all purposes under the
Plan, such decision on claims (where no review is requested) and decision on
review (where review is requested) shall be final, binding and conclusive on all
interested persons as to participation and benefits eligibility, the amount of
benefits and as to any other matter of fact or interpretation relating to the
Plan.





                                       63
<PAGE>

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS


SECTION 10.1      GENERAL LIMITATIONS
                  -------------------

(A)   In order that the Plan be maintained as a qualified plan and trust under
      the Code, contributions in respect of a Member shall be subject to the
      limitations set forth in this Section, notwithstanding any other provision
      of the Plan. The contributions in respect of a Member to which this
      Section is applicable are his own contributions and/or deferrals and the
      Employer's contributions.

      For purposes of this Section 10.1, a Member's contributions shall be
      determined without regard to any rollover contributions as provided in
      Section 402(a)(5) of the Code.

(B)   Annual additions to a Member's Account in respect of any Plan Year may not
      exceed the limitations set forth in Section 415 of the Code, which are
      incorporated herein by reference. For these purposes, annual additions"
      shall have the meaning set forth in Section 415(c)(2) of the Code, as
      modified elsewhere in the Code and the Regulations, and the limitation
      year shall mean the Plan Year unless any other twelve-consecutive-month
      period is designated pursuant to a resolution adopted by the Employer and
      designated in the Adoption Agreement.

(C)   In the event that, due to forfeitures, reasonable error in estimating a
      Member's compensation, or other limited facts and circumstances, total
      contributions and/or deferrals to a Member's Account are found to exceed
      the limitations of this Section, the TPA, at the direction of the Plan
      Administrator, shall cause contributions (to the extent attributable to
      Member after-tax contributions or 401(k) deferrals) made under Article III
      in excess of such limitations to be refunded to the affected Member, with
      earnings thereon, and shall take appropriate steps to reduce, if
      necessary, the Employer contributions made with respect to those returned
      contributions. Such refunds shall not be deemed to be withdrawals, loans,
      or distributions from the Plan. If a Member's annual contributions exceed
      the limitations contained in Paragraph (B) of this Section after the
      Member's Article III contributions, with earnings thereon, if any, have
      been refunded to such Member, any Employer supplemental and/or profit
      sharing contribution to be allocated to such Member in respect of any
      Contribution Determination Period (including allocations as provided in
      this Paragraph) shall instead



                                       64
<PAGE>

      be allocated to or for the benefit of all other Members who are Employees
      in Employment as of the last day of the Contribution Determination Period
      as determined under the Adoption Agreement and allocated in the same
      proportion that each such Member's Salary for such Contribution
      Determination Period bears to the total Salary for such Contribution
      Determination Period of all such Members or, the TPA may, at the election
      of the Employer, utilize such excess to reduce the contributions which
      would otherwise be made for the succeeding Contribution Determination
      Period by the Employer with respect to all eligible Members in such
      succeeding period. If, with respect to any Contribution Determination
      Period, there is an excess profit sharing contribution, and such excess
      cannot be fully allocated in accordance with the preceding sentence
      because of the limitations prescribed in Paragraph (B) of this Section,
      the amount of such excess which cannot be so allocated shall be allocated
      to the Employer Credit Account and made available to the Employer pursuant
      to the terms of Article VI and applicable law. The TPA, at the direction
      of the Plan Administrator, in accordance with Paragraph (D) of this
      Section, shall take whatever additional action may be necessary to assure
      that contributions to Members' Accounts meet the requirements of this
      Section.

(D)   In addition to the steps set forth in Paragraph (C) of this Section, the
      Employer may from time to time adjust or modify the maximum limitations
      applicable to contributions made in respect of a Member under this Section
      10.1 as may be required or permitted by the Code or ERISA prior to or
      following the date that allocation of any such contributions commences and
      shall take appropriate action to reallocate the annual contributions which
      would otherwise have been made but for the application of this Section.

(E)   Membership in the Plan shall not give any Employee the right to be
      retained in the Employment of the Employer and shall not affect the right
      of the Employer to discharge any Employee.

(F)   Each Member, Spouse and Beneficiary assumes all risk in connection with
      any decrease in the market value of the assets of the Trust Fund. Neither
      the Employer nor the Trustee guarantees that upon withdrawal, the value of
      a Member's Account will be equal to or greater than the amount of the
      Member's own deferrals or contributions, or those credited on his behalf
      in which the Member has a vested interest, under the Plan.



                                       65
<PAGE>

(G)   The establishment, maintenance or crediting of a Member's Account pursuant
      to the Plan shall not vest in such Member any right, title or interest in
      the Trust Fund except at the times and upon the terms and conditions and
      to the extent expressly set forth in the Plan and the Trust Agreement.

(H)   The Trust Fund shall be the sole source of payments under the Plan and the
      Employer, Plan Administrator and TPA assume no liability or responsibility
      for such payments, and each Member, Spouse or Beneficiary who shall claim
      the right to any payment under the Plan shall be entitled to look only to
      the Trust Fund for such payment.

SECTION 10.2      TOP HEAVY PROVISIONS
                  --------------------

The Plan will be considered a Top Heavy Plan for any Plan Year if it is
determined to be a Top Heavy Plan as of the last day of the preceding Plan Year.
The provisions of this Section 10.2 shall apply and supersede all other
provisions in the Plan during each Plan Year with respect to which the Plan is
determined to be a Top Heavy Plan.

(A)   For purposes of this Section 10.2, the following terms shall have the
      meanings set forth below:

      (1)   "AFFILIATE" shall mean any entity affiliated with the Employer
            within the meaning of Section 414(b), 414(c) or 414(m) of the Code,
            or pursuant to the IRS Regulations under Section 414(o) of the Code,
            except that for purposes of applying the provisions hereof with
            respect to the limitation on contributions, Section 415(h) of the
            Code shall apply.

      (2)   "AGGREGATION GROUP" shall mean the group composed of each qualified
            retirement plan of the Employer or an Affiliate in which a Key
            Employee is a member and each other qualified retirement plan of the
            Employer or an Affiliate which enables a plan of the Employer or an
            Affiliate in which a Key Employee is a member to satisfy Sections
            401(a)(4) or 410 of the Code. In addition, the TPA, at the direction
            of the Plan Administrator, may choose to treat any other qualified
            retirement plan as a member of the Aggregation Group if such
            Aggregation Group will continue to satisfy Sections 401(a)(4) and
            410 of the Code with such plan being taken into account.

      (3)   "KEY EMPLOYEE" shall mean a "Key Employee" as defined in Sections
            416(i)(1) and (5) of the Code and the IRS Regulations thereunder.
            For


                                       66
<PAGE>

            purposes of Section 416 of the Code and for purposes of determining
            who is a Key Employee, an Employer which is not a corporation may
            have "officers" only for Plan Years beginning after December 31,
            1985. For purposes of determining who is a Key Employee pursuant to
            this Subparagraph (3), compensation shall have the meaning
            prescribed in Section 414(s) of the Code, or to the extent required
            by the Code or the IRS Regulations, Section 1.415-2(d) of the IRS
            Regulations.

      (4)   "NON-KEY EMPLOYEE" shall mean a "Non-Key Employee" as defined in
            Section 416(i)(2) of the Code and the IRS Regulations thereunder.

      (5)   "TOP HEAVY PLAN" shall mean a "Top Heavy Plan" as defined in Section
            416(g) of the Code and the IRS Regulations thereunder.

(B)   Subject to the provisions of Paragraph (D) below, for each Plan Year that
      the Plan is a Top Heavy Plan, the Employer's contribution (including
      contributions attributable to salary reduction or similar arrangements)
      allocable to each Employee (or to all eligible employees other than Key
      Employees at the election of the Employer) who has satisfied the
      eligibility requirement(s) of Article II, Section 2, and who is in service
      at the end of the Plan Year, shall not be less than the lesser of (i) 3%
      of such eligible Employee's compensation (as defined in Section 414(s) of
      the Code or to the extent required by the Code or the IRS Regulations,
      Section 1.415-2(d) of the Regulations), or (ii) the percentage at which
      Employer contributions for such Plan Year are made and allocated on behalf
      of the Key Employee for whom such percentage is the highest. For the
      purpose of determining the appropriate percentage under clause (ii), all
      defined contribution plans required to be included in an Aggregation Group
      shall be treated as one plan. Clause (ii) shall not apply if the Plan is
      required to be included in an Aggregation Group which enables a defined
      benefit plan also required to be included in said Aggregation Group to
      satisfy Sections 401(a)(4) or 410 of the Code.

(C)   If the Plan is a Top Heavy Plan for any Plan Year and (i) the Employer has
      elected a vesting schedule under Article VI for an employer contribution
      type which does not satisfy the minimum Top Heavy vesting requirements or
      (ii) if the Employer has not elected a vesting schedule for an employer
      contribution type, the vested interest of




                                       67
<PAGE>

      each Member, who is credited with at least one Hour of Employment on or
      after the Plan becomes a Top Heavy Plan, for each employer contribution
      type in his Account described in clause (i) or (ii) above, shall not be
      less than the percentage determined in accordance with the following
      schedule:

                                Completed                   Vested
                            Years of Employment           Percentage
                            -------------------           ----------
                              Less than 2                     0%
                              2 but less than 3              20%
                              3 but less than 4              40%
                              4 but less than 5              60%
                              5 but less than 6              80%
                              6 or more                     100%

      Notwithstanding the schedule provided above, if the Plan is a Top Heavy
      Plan for any Plan Year and if an Employer has elected a cliff vesting
      schedule for an employer contribution type described in clause (i) or (ii)
      above, the vested interest of each Member, who is credited with at least
      one Hour of Employment on or after the Plan becomes a Top Heavy Plan, for
      such employer contribution type in his Account, shall not be less than the
      percentage determined in accordance with the following schedule:

                                Completed                   Vested
                            Years of Employment           Percentage
                            -------------------           ----------
                              Less than 3                     0%
                              3 or more                     100%

      In the event that an Employer elects, in its Adoption Agreement, to use
      the hour of service method for determining vesting service, Year of
      Service shall be substituted for Year of Employment for determining
      vesting under this Article X.

(D)   The TPA shall, to the maximum extent permitted by the Code and in
      accordance with the IRS Regulations, apply the provisions of this Section
      10.2 by taking into account the benefits payable and the contributions
      made under any other qualified plan maintained by the Employer, to prevent
      inappropriate omissions or required duplication of minimum contributions.




                                       68
<PAGE>

SECTION 10.3      INFORMATION AND COMMUNICATIONS
                  ------------------------------

Each Employer, Member, Spouse and Beneficiary shall be required to furnish the
TPA with such information and data as may be considered necessary by the TPA.
All notices, instructions and other communications with respect to the Plan
shall be in such form as is prescribed from time to time by the TPA, shall be
mailed by first class mail or delivered personally, and shall be deemed to have
been duly given and delivered only upon actual receipt thereof by the TPA. All
information and data submitted by an Employer or a Member, including a Member's
birth date, marital status, salary and circumstances of his Employment and
termination thereof, may be accepted and relied upon by the TPA. All
communications from the Employer or the Trustee to a Member, Spouse or
Beneficiary shall be deemed to have been duly given if mailed by first class
mail to the address of such person as last shown on the records of the Plan.

SECTION 10.4      SMALL ACCOUNT BALANCES
                  ----------------------

Notwithstanding the foregoing provisions of the Plan, and except as provided in
Section 7.3, if the value of all portions of a Member's Account under the Plan,
when aggregated, is equal to or exceeds $500, then the Account will not be
distributed without the consent of the Member prior to age 65 (at the earliest),
but if the aggregate value of all portions of his Account is less than $500,
then his Account will be distributed as soon as practicable following the
termination of Employment by the Member.

SECTION 10.5      AMOUNTS PAYABLE TO INCOMPETENTS, MINORS OR ESTATES
                  --------------------------------------------------

If the Plan Administrator shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due him or his estate
(unless a prior claim therefor has been made by a duly appointed legal
representative) may be paid to his Spouse, relative or any other person deemed
by the Plan Administrator to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Trust Fund therefor.

SECTION 10.6      NON-ALIENATION OF AMOUNTS PAYABLE
                  ---------------------------------

Except insofar as may otherwise be required by applicable law, or Article VIII,
or pursuant to the terms of a Qualified Domestic Relations Order, no amount
payable under the Plan shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment,



                                       69
<PAGE>

bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any
attempt to so alienate shall be void; nor shall the Trust Fund in any manner be
liable for or subject to the debts or liabilities of any person entitled to any
such amount payable; and further, if for any reason any amount payable under the
Plan would not devolve upon such person entitled thereto, then the Employer, in
its discretion, may terminate his interest and hold or apply such amount for the
benefit of such person or his dependents as it may deem proper. For the purposes
of the Plan, a "Qualified Domestic Relations Order" means any judgment, decree
or order (including approval of a property settlement agreement) which has been
determined by the Plan Administrator, in accordance with procedures established
under the Plan, to constitute a Qualified Domestic Relations Order within the
meaning of Section 414(p)(1) of the Code. No amounts may be withdrawn under
Article VII, and no loans granted under Article VIII, if the TPA has received a
document which may be determined following its receipt to be a Qualified
Domestic Relations Order prior to completion of review of such order by the Plan
Administrator within the time period prescribed for such review by the IRS
Regulations.

SECTION 10.7      UNCLAIMED AMOUNTS PAYABLE
                  -------------------------

If the TPA cannot ascertain the whereabouts of any person to whom an amount is
payable under the Plan, and if, after 5 years from the date such payment is due,
a notice of such payment due is mailed to the address of such person, as last
shown on the records of the Plan, and within 3 months after such mailing such
person has not filed with the TPA or Plan Administrator written claim therefor,
the Plan Administrator may direct in accordance with ERISA that the payment
(including the amount allocable to the Member's contributions) be cancelled, and
used in abatement of the Plan's administrative expenses, provided that
appropriate provision is made for re-crediting the payment if such person
subsequently makes a claim therefor.

SECTION 10.8  LEAVES OF ABSENCE
              -----------------

(A)   If the Employer's personnel policies allow leaves of absence for all
      similarly situated Employees on a uniformly available basis under the
      circumstances described in Paragraphs (B)(1)-(4) below, then contribution
      allocations and vesting service will continue to the extent provided in
      Paragraphs (B)(1)-(4).

(B)   For purposes of the Plan, there are four types of approved Leaves of
      Absence:

      (1)   Nonmilitary leave granted to a Member for a period not in excess of
            one year during which service is recognized for vesting purposes and
            the


                                       70
<PAGE>

            Member is entitled to share in any supplemental contributions under
            Article III or forfeitures under Article VI, if any, on a pro-rata
            basis, determined by the Salary earned during the Plan Year or
            Contribution Determination Period; or

      (2)   Nonmilitary leave or layoff granted to a Member for a period not in
            excess of one year during which service is recognized for vesting
            purposes, but the Member is not entitled to share in any
            contributions or forfeitures as defined under (1) above, if any,
            during the period of the leave; or

      (3)   To the extent not otherwise required by applicable law, military or
            other governmental service leave granted to a Member from which he
            returns directly to the service of the Employer. Under this leave, a
            Member may not share in any contributions or forfeitures as defined
            under (1) above, if any, during the period of the leave, but vesting
            service will continue to accrue; or

      (4)   To the extent not otherwise required by applicable law, a military
            leave granted at the option of the Employer to a Member who is
            subject to military service pursuant to an involuntary call-up in
            the Reserves of the U.S. Armed Services from which he returns to the
            service of the Employer within 90 days of his discharge from such
            military service. Under this leave, a Member is entitled to share in
            any contributions or forfeitures as defined under (1) above, if any,
            and vesting service will continue to accrue. Notwithstanding any
            provision of the Plan to the contrary, if a Member has one or more
            loans outstanding at the time of this leave, repayments on such
            loan(s) may be suspended, if the Member so elects, until such time
            as the Member returns to the service of the Employer or the end of
            the leave, if earlier.

(C)   Notwithstanding any provision of this Plan to the contrary, effective
      December 12, 1994, contribution allocations and vesting service with
      respect to qualified military service will be provided in accordance with
      Section 414(u) of the Code. Loan repayments will be suspended under this
      Plan as permitted under Section 414(u)(4) of the Code during such period
      of qualified military service.





                                       71
<PAGE>

SECTION 10.9      RETURN OF CONTRIBUTIONS TO EMPLOYER
                  -----------------------------------

(A)   In the case of a contribution that is made by an Employer by reason of a
      mistake of fact, the Employer may request the return to it of such
      contribution within one year after the payment of the contribution,
      provided such refund is made within one year after the payment of the
      contribution.

(B)   In the case of a contribution made by an Employer or a contribution
      otherwise deemed to be an Employer contribution under the Code, such
      contribution shall be conditioned upon the deductibility of the
      contribution by the Employer under Section 404 of the Code. To the extent
      the deduction for such contribution is disallowed, in accordance with IRS
      Regulations, the Employer may request the return to it of such
      contribution within one year after the disallowance of the deduction.

(C)   In the event that the IRS determines that the Plan is not initially
      qualified under the Code, any contribution made incident to that initial
      qualification by the Employer must be returned to the Employer within one
      year after the date the initial qualification is denied, but only if the
      application for the qualification is made by the time prescribed by law
      for filing the Employer's return for the taxable year in which the Plan is
      adopted, or such later date as the Secretary of the Treasury may
      prescribe.

The contributions returned under (A), (B) or (C) above may not include any gains
on such excess contributions, but must be reduced by any losses.

SECTION 10.10     CONTROLLING LAW
                  ---------------

The Plan and all rights thereunder shall be governed by and construed in
accordance with ERISA and the laws of the State of New York, without regard to
the principles of the conflicts of laws thereof.








                                       72
<PAGE>

                                   ARTICLE XI
                             AMENDMENT & TERMINATION


SECTION 11.1      GENERAL
                  -------

While the Plan is intended to be permanent, the Plan may be amended or
terminated completely by the Employer at any time at the discretion of its Board
of Directors. Except where necessary to qualify the Plan or to maintain
qualification of the Plan, no amendment shall reduce any interest of a Member
existing prior to such amendment. Subject to the terms of the Adoption
Agreement, written notice of such amendment or termination as resolved by the
Board shall be given to the Trustee, the Plan Administrator and the TPA. Such
notice shall set forth the effective date of the amendment or termination or
cessation of contributions.

SECTION 11.2      TERMINATION OF PLAN AND TRUST
                  -----------------------------

This Plan and any related Trust Agreement shall in any event terminate whenever
all property held by the Trustee shall have been distributed in accordance with
the terms hereof.

SECTION 11.3      LIQUIDATION OF TRUST ASSETS IN THE EVENT OF TERMINATION
                  -------------------------------------------------------

In the event that the Employer's Board of Directors shall decide to terminate
the Plan, or, in the event of complete cessation of Employer contributions, the
rights of Members to the amounts standing to their credit in their Accounts
shall be deemed fully vested and the Plan Administrator shall direct the Trustee
to either continue the Trust in full force and effect and continue so much of
the Plan in full force and effect as is necessary to carry out the orderly
distribution of benefits to Members and their Beneficiaries upon retirement,
Disability, death or termination of Employment; or (a) reduce to cash such part
or all of the Plan assets as the Plan Administrator may deem appropriate; (b)
pay the liabilities, if any, of the Plan; (c) value the remaining assets of the
Plan as of the date of notification of termination and proportionately adjust
Members' Account balances; (d) distribute such assets in cash to the credit of
their respective Accounts as of the notification of the termination date; and
(e) distribute all balances which have been segregated into a separate fund to
the persons entitled thereto; provided that no person in the event of
termination shall be required to accept distribution in any form other than
cash.




                                       73
<PAGE>

SECTION 11.4      PARTIAL TERMINATION
                  -------------------

The Employer may terminate the Plan in part without causing a complete
termination of the Plan. In the event a partial termination occurs, the Plan
Administrator shall determine the portion of the Plan assets attributable to the
Members affected by such partial termination and the provisions of Section 11.3
shall apply with respect to such portion as if it were a separate fund.

SECTION 11.5      POWER TO AMEND
                  --------------

(A)   Subject to Section 11.6, the Employer, through its Board of Directors,
      shall have the power to amend the Plan in any manner which it deems
      desirable, including, but not by way of limitation, the right to change or
      modify the method of allocation of contributions, to change any provision
      relating to the distribution of payment, or both, of any of the assets of
      the Trust Fund. Further, 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 IRS which
      specifically provide that their adoption will not cause the Plan to be
      treated as individually designed. An Employer that amends the Plan for any
      other reason, will be considered to have an individually designed plan.

      Any amendment shall become effective upon the vote of the Board of
      Directors of the Employer, unless such vote of the Board of Directors of
      the Employer specifies the effective date of the amendment.

      Such effective date of the amendment may be made retroactive to the vote
      of the Board of Directors, to the extent permitted by law.

      (B) The Employer expressly recognizes the authority of the Sponsor,
      Pentegra Services, Inc., to amend the Plan from time to time, except with
      respect to elections of the Employer in the Adoption Agreement, and the
      Employer shall be deemed to have consented to any such amendment. The
      Employer shall receive a written instrument indicating the amendment of
      the Plan and such amendment shall become effective as of the date of such
      instrument. No such amendment shall in any way impair, reduce or affect
      any Member's vested and nonforfeitable rights in the Plan and Trust.



                                       74
<PAGE>

SECTION 11.6      SOLELY FOR BENEFIT OF MEMBERS, TERMINATED MEMBERS AND THEIR
                  -----------------------------------------------------------
BENEFICIARIES
-------------

No changes may be made in the Plan which shall vest in the Employer, directly or
indirectly, any interest, ownership or control in any of the present or future
assets of the Trust Fund.

No part of the funds of the Trust other than such part as may be required to pay
taxes, administration expenses and fees, shall be reduced by any amendment or be
otherwise used for or diverted to purposes other than the exclusive benefit of
Members, retired Members, Former Members, and their Beneficiaries, except as
otherwise provided in Section 10.9 and under applicable law.

No amendment shall become effective which reduces the nonforfeitable percentage
of benefit that would be payable to any Member if his Employment were to
terminate and no amendment which modifies the method of determining that
percentage shall be made effective with respect to any Member with at least
three Years of Service unless such member is permitted to elect, within a
reasonable period after the adoption of such amendment, to have that percentage
determined without regard to such amendment.

SECTION 11.7      SUCCESSOR TO BUSINESS OF THE EMPLOYER
                  -------------------------------------

Unless this Plan and the related Trust Agreement be sooner terminated, a
successor to the business of the Employer by whatever form or manner resulting
may continue the Plan and the related Trust Agreement by executing appropriate
supplementary agreements and such successor shall thereupon succeed to all the
rights, powers and duties of the Employer hereunder. The Employment of any
Employee who has continued in the employ of such successor shall not be deemed
to have terminated or severed for any purpose hereunder if such supplemental
agreement so provides.

SECTION 11.8      MERGER, CONSOLIDATION AND TRANSFER
                  ----------------------------------

The Plan shall not be merged or consolidated, in whole or in part, with any
other plan, nor shall any assets or liabilities of the Plan be transferred to
any other plan unless the benefit that would be payable to any affected Member
under such plan if it terminated immediately after the merger, consolidation or
transfer, is equal to or greater than the benefit that would be payable to the
affected Member under this Plan if it terminated immediately before the merger,
consolidation or transfer.



                                       75
<PAGE>

SECTION 11.9      REVOCABILITY
                  ------------

This Plan is based upon the condition precedent that it shall be approved by the
Internal Revenue Service as qualified under Section 401(a) of the Code and
exempt from taxation under Section 501(a) of the Code. Accordingly,
notwithstanding anything herein to the contrary, if a final ruling shall be
received in writing from the IRS that the Plan does not initially qualify under
the terms of Sections 401(a) and 501(a) of the Code, there shall be no vesting
in any Member of assets contributed by the Employer and held by the Trustee
under the Plan. Upon receipt of notification from the IRS that the Plan fails to
qualify as aforesaid, the Employer reserves the right, at its option, to either
amend the Plan in such manner as may be necessary or advisable so that the Plan
may so qualify, or to withdraw and terminate the Plan.

Upon the event of withdrawal and termination, the Employer shall notify the
Trustee and provide the Trustee with a copy of such ruling and the Trustee shall
transfer, and in accordance with applicable law, pay over to the Employer (or,
as applicable and to the extent attributable to Member after-tax contributions,
401(k) deferrals or rollover amounts, to the Members) all of the net assets
under the Plan which remain after deducting the proper expense of termination
and the Trust Agreement shall thereupon terminate. For purposes of this Article
XI, "final ruling" shall mean either (1) the initial letter ruling from the
District Director in response to the Employer's original application for such a
ruling, or (2) if such letter ruling is unfavorable and a written appeal is
taken or protest filed within 60 days of the date of such letter ruling, it
shall mean the ruling received in response to such appeal or protest.

If the Plan is terminated, the Plan Administrator shall promptly notify the IRS
and such other appropriate governmental authority as applicable law may require.
Neither the Employer nor its Employees shall make any further contributions
under the Plan after the termination date, except that the Employer shall remit
to the TPA a reasonable administrative fee to be determined by the TPA for each
Member with a balance in his Account to defray the cost of implementing its
termination. Where the Employer has terminated the Plan pursuant to this
Article, the Employer may elect to transfer assets from the Plan to a successor
plan qualified under Section 401(a) of the Code in which event the Employer
shall remit to the TPA an additional administrative fee to be determined by the
TPA to defray the cost of such transfer transaction.





                                       76
<PAGE>

                        TRUSTS ESTABLISHED UNDER THE PLAN


Assets of the Plan are held in trust under separate Trust Agreements with the
Trustee or Trustees. Any eligible Employee or Member may obtain a copy of these
Trust Agreements from the Plan Administrator.



IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the Plan by
the Employer, the Employer has caused these presents to be executed on its
behalf and its corporate seal to be hereunder affixed as of the______ day of
_______________, 20_______ .


ATTEST:


                                              By
---------------------------------               --------------------------------
              Clerk

                                              Name
                                                  ------------------------------

                                              Title
                                                   -----------------------------







                                       77
<PAGE>




















                                                    [ LOGO ] Pentegra
                                                    108 CORPORATE PARK DRIVE
                                                    WHITE PLAINS, NY  10603-3805
                                                    TEL:   800-872-3473
                                                    FAX:  914-694-9384

<PAGE>

ADOPTION AGREEMENT
--------------------------------------------------------------------------------
                                                           FOR ALLIED FIRST BANK
                              EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                                                                  CLIENT NO. F16

                                                               [ LOGO ] Pentegra

<PAGE>

                               ADOPTION AGREEMENT
                                       FOR
                                ALLIED FIRST BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST

<TABLE>
<S>                 <C>
Allied First Bank:  ALLIED FIRST BANK
                    ----------------------------------------------------------------------

Address:            387 SHUMAN BLVD., SUITE 120W, NAPERVILLE, IL 60563
                    ----------------------------------------------------------------------

Telephone Number:   (630) 778-7700   FAX: (630) 778-7754
                    ----------------------------------------------------------------------

Contact Person:     MR. KENNETH L. BERTRAND, PRESIDENT
                    ----------------------------------------------------------------------

Name of Plan:       ALLIED FIRST BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                    ----------------------------------------------------------------------
</TABLE>

THIS ADOPTION AGREEMENT, upon execution by the Employer and the Trustee, and
subsequent approval by a duly authorized representative of Pentegra Services,
Inc. (the "Sponsor"), together with the Sponsor's Employees' Savings & Profit
Sharing Plan and Trust Agreement (the "Agreement"), shall constitute the Allied
First Bank Employees' Savings & Profit Sharing Plan and Trust (the "Plan"). The
terms and provisions of the Agreement are hereby incorporated herein by this
reference; provided, however, that if there is any conflict between the Adoption
Agreement and the Agreement, this Adoption Agreement shall control.

The elections hereinafter made by the Employer in this Adoption Agreement may be
changed by the Employer from time to time by written instrument executed by a
duly authorized representative thereof; but if any other provision hereof or any
provision of the Agreement is changed by the Employer other than to satisfy the
requirements of Section 415 or 416 of the Internal Revenue Code of 1986, as
amended (the "Code"), because of the required aggregation of multiple plans, or
if as a result of any change by the Employer the Plan fails to obtain or retain
its tax-qualified status under Section 401(a) of the Code, the Employer shall be
deemed to have amended the Plan evidenced hereby and by the Agreement into an
individually designed plan, in which event the Sponsor shall thereafter have no
further responsibility for the tax-qualified status of the Plan. However, the
Sponsor may amend any term, provision or definition of this Adoption Agreement
or the Agreement in such manner as the Sponsor may deem necessary or advisable
from time to time and the Employer and the Trustee, by execution hereof,
acknowledge and consent thereto. Notwithstanding the foregoing, no amendment of
this Adoption Agreement or of the Agreement shall increase the duties or
responsibilities of the Trustee without the written consent thereof.


                                       1
<PAGE>

I.    EFFECT OF EXECUTION OF ADOPTION AGREEMENT

      The Employer, upon execution of this Adoption Agreement by a duly
      authorized representative thereof, (choose 1 or 2):

      1.        Establishes as a new plan the Allied First Bank Employees'
          ---   Savings & Profit Sharing Plan and Trust, effective____________,
                200__  (the "Effective Date").

      2.   X    Amends its existing defined contribution plan and trust
          ---   ALLIED FIRST BANK EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND
                TRUST dated OCTOBER 1, 2001, in its entirety into the Allied
                First Bank Employees' Savings & Profit Sharing Plan and Trust,
                EFFECTIVE JANUARY 1, 2002, except as otherwise provided herein
                or in the Agreement (the "Effective Date").

II.   DEFINITIONS

      A.    "Compliance Testing Method" means the prior year testing method
            unless the Employer elects to use current year testing for
            determining the actual deferral percentages and actual contribution
            percentages by checking this line _______.

            NOTE: WHICHEVER TESTING METHOD IS SELECTED (PRIOR YEAR TESTING OR
            CURRENT YEAR TESTING), IT MUST APPLY TO BOTH THE ACTUAL DEFERRAL
            PERCENTAGE TEST AND THE ACTUAL CONTRIBUTION PERCENTAGE TEST.

      B.    Employer

            1.    "Employer," for purposes of the Plan, shall mean:
                                       Allied First Bank
                  -------------------------------------------------------------

            2.    The Employer is (indicate whichever may apply):

                  (a)      A member of a controlled group of corporations under
                      ---  Section 414(b) of the Code.

                  (b)      A member of a group of entities under common control
                      ---  under Section 414(c) of the Code.

                  (c)      A member of an affiliated service group under Section
                      ---  414(m) of the Code.

                  (d)  X   A corporation.
                      ---

                  (e)      A sole proprietorship or partnership.
                      ---

                  (f)      A Subchapter S corporation.
                      ---

                  (g)      Other                                        .
                      ---        ---------------------------------------

            3.    Employer's Taxable Year Ends on 12/31.


                                       2
<PAGE>

            4.    Employer's Federal Taxpayer Identification Number is
                  36-3899872

            5.    The Plan Number for the Plan is (enter 3-digit number) 002.

      C.    "Entry Date" means the first day of the (choose 1 or 2):

                  1.  X   Calendar month coinciding with or next following the
                     ---  date the Employee satisfies the Eligibility
                          requirements described in Section III.

                  2. ___  Calendar quarter (January 1, April 1, July 1, October
                          1) coinciding with or next following the date the
                          Employee satisfies the Eligibility requirements
                          described in Section III.

      D.    "Limitation Year" means the twelve (12) consecutive month period
            ending on ____________ (month/day). NOTE: IF NO 12 MONTH PERIOD IS
            SELECTED, THE LIMITATION YEAR SHALL BE THE PLAN YEAR.

      E.    "Member" means an Employee enrolled in the membership of the Plan.

      F.    "Normal Retirement Age" means (choose 1 or 2):

            1. ___ Attainment of age ___ (select an age not less than 55 and not
                   greater than 65).

                   2. X   Later of: (i) attainment of age 65 or (ii) the fifth
                     ---  anniversary of the date the Member commenced
                          participation in the Plan.

           G.   "Normal Retirement Date" means the first day of the first
                calendar month coincident with or next following the date upon
                which a Member attains his or her Normal Retirement Age.

           H.   "Plan Year" means the twelve (12) consecutive month period
                ending on 12/31 (month/day).

           I.   "Salary" for benefit purposes under the Plan means (choose 1, 2
                or 3):

                1.  X   Total taxable compensation as reported on Form W-2
                   ---  (exclusive of any compensation deferred from a prior
                        year).

                2.      Basic Salary only.
                   ---

                3.      Basic Salary plus one or more of the following (if 3 is
                   ---  chosen, then choose (a) or (b), and/or (c) or (d),
                        whichever shall apply):

                        (a)      Commissions not in excess of $________________
                            ---

                        (b)      Commissions to the extent that Basic Salary
                            ---  plus Commissions do not exceed $______________


                                       3
<PAGE>

                        (c)      Overtime
                            ---

                        (d)      Overtime and bonuses
                            ---

            NOTE: MEMBER PRE-TAX CONTRIBUTIONS TO A SECTION 401(K) PLAN ARE
            ALWAYS INCLUDED IN PLAN SALARY.

III.  SALARY ADJUSTMENT

      A.    Cafeteria Plan (Section 125) Salary Adjustment. Member pre-tax
            contributions to a Code Section 125 cafeteria plan are to be
            included in Plan Salary, unless the Employer elects to exclude such
            amounts by checking this line .

      B.    Transportation Fringe Benefit (Section 132(f)) Adjustment.

            Member pre-tax contributions for qualified transportation fringe
            benefits under Code Section 132(f) are to be included in Plan
            Salary, unless the Employer elects to exclude such amounts by
            checking this line .

IV.   HIGHLY COMPENSATED EMPLOYEE ELECTIONS

      A.    Top Paid Group Election:

            In determining who is a Highly Compensated Employee, the Employer
            makes the Top Paid Group election by checking this line . The effect
            of this election is that an Employee (who is not a 5% owner at any
            time during the determination year or the look-back year) with
            compensation in excess of $80,000 (as adjusted) for the look-back
            year is a Highly Compensated Employee only if the Employee was in
            the top-paid group (i.e., the top 20% of Employees ranked on the
            basis of compensation paid by the Employer) for the look-back year.

      B.    Calendar Year Data Election:

            For determining which Employees are Highly Compensated Employees,
            the look-back year will be the 12 month period immediately preceding
            the determination year, except that, for NON-CALENDAR YEAR PLANS,
            the look-back year will be the calendar year ending within the Plan
            Year by checking this line ____.

V.    ELIGIBILITY REQUIREMENTS

      A.    All Employees shall be eligible to participate in the Plan in
            accordance with the provisions of Article II of the Plan, except the
            following Employees shall be excluded (choose whichever shall
            apply):

            1.  X  Employees who have not attained age 18 (Insert an age from 18
               ---  to 21).


                                       4
<PAGE>

            2.  X  Employees who have not completed 12 (1-11, 12 or 24)
               --- consecutive months of service.

             NOTE: EMPLOYERS WHICH PERMIT MEMBERS TO MAKE PRE-TAX ELECTIVE
                   DEFERRALS TO THE PLAN (SEE VII.A.3.) MAY NOT ELECT A 24 MONTH
                   ELIGIBILITY PERIOD.

            3.     Employees included in a unit of Employees covered by
               --- a collective bargaining agreement, if retirement
                   benefits were the subject of good faith bargaining
                   between the Employer and Employee representatives.

            4.     Employees who are nonresident aliens and who receive
               --- no earned income from the Employer which constitutes
                   income from sources within the United States.

            5.     Employees included in the following job classifications:
               ---

                   (a)      Hourly Employees
                       ---

                   (b)      Salaried Employees
                       ---

                   (c)      Flex staff employees (i.e., any Employee who is not
                       ---  a regular full-time or part-time Employee).

                   (d)      Short-term Employees ( i.e.; employees who are hired
                       ---  under a written agreement which precludes membership
                            in the Plan and provides for a specific period of
                            employment not in excess of one year).

            6.     Employees of the following employers which are aggregated
               --- under Section 414(b), 414(c) or 414(m) of the Code:

             NOTE: IF NO ENTRIES ARE MADE ABOVE, ALL EMPLOYEES SHALL BE ELIGIBLE
                   TO PARTICIPATE IN THE PLAN ON THE LATER OF: (I) THE EFFECTIVE
                   DATE OR (II) THE FIRST DAY OF THE CALENDAR MONTH OR CALENDAR
                   QUARTER (AS DESIGNATED BY THE EMPLOYER IN SECTION II.C.)
                   COINCIDING WITH OR IMMEDIATELY FOLLOWING THE EMPLOYEE'S DATE
                   OF EMPLOYMENT OR, AS APPLICABLE, DATE OF REEMPLOYMENT.

      B.    Such eligibility computation period established in Section V(A)
            above shall be applicable to (choose 1 or 2):

            1.  X  Both present and future Employees.
               ---

            2.     Future Employees only.
               ---


                                       5
<PAGE>

      C.    Such Eligibility requirements established above shall be (choose 1
            or 2):

            1.  X   Applied to the designated Employee group on and after the
               ---  Effective Date of the Plan.

            2.     Waived for the ____  consecutive month period (may not exceed
               --- 12) beginning on the Effective Date of the Plan.

      D.    Service Crediting Method for Eligibility (Choose 1, 2 or 3):

            1.     Not applicable. There is no service required for eligibility.
               ---

            2.  X  Hour of service method (Choose a or b):
               ---

                   (a)  X  The actual number of Hours of Employment.
                       ---

                   (b)     190 Hours of Employment for each month in which the
                       --- Employee completes at least one hour of Employment.

            3.     Elapsed time method.
               ---

      E.    Requirements to Commence Allocation of Employer Contributions.

            1.     Employer Contributions shall be allocated to Members Accounts
                   in accordance with Article III of the Plan, except that the
                   following Members will not be entitled to Employer
                   contributions (choose (a) or (b) and/or (c)):

                   (a)  X  No additional requirements apply. (The eligibility
                       --- requirements under Section V above apply to Employer
                           Contributions); or

                   (b)     Members who have not attained age ___ (Insert an age
                       --- from 18-21); and/or

                   (c)     Member's who have not completed ___ (1-12)
                       --- consecutive months of service.

      2.    The requirement to commence allocation of Employer Contributions
            established in this Section E shall apply to all Employer
            Contributions provided under Section 3.4 of the Plan except:

            (a)     Matching contributions
                ---

            (b)     Basic contributions
                ---

            (c)     Safe harbor CODA contributions
                ---

            (d)     Supplemental contributions
                ---

            (e)     Qualified non-elective contributions
                ---

            (f)     Profit sharing contributions
                ---

            Note: If an Employer contribution type is selected in 2 above,
            Members will receive Employer contributions based upon the
            eligibility requirements under Section V above and the provisions of
            the Plan document for such Employer contribution type.


                                       6
<PAGE>

VI.   PRIOR EMPLOYMENT CREDIT

      A.    Prior Employment Credit:

            ___ Employment with the following entity or entities shall be
                included for eligibility and vesting purposes:

            __________________________________________________

            __________________________________________________

            Note: If this Plan is a continuation of a Predecessor Plan, service
                  under the Predecessor Plan shall be counted under this Plan.

VII.  CONTRIBUTIONS

      NOTE: ANNUAL MEMBER PRE-TAX ELECTIVE DEFERRALS, EMPLOYER MATCHING
            CONTRIBUTIONS, EMPLOYER SAFE HARBOR CODA CONTRIBUTIONS, EMPLOYER
            BASIC CONTRIBUTIONS, EMPLOYER SUPPLEMENTAL CONTRIBUTIONS, EMPLOYER
            PROFIT SHARING CONTRIBUTIONS AND EMPLOYER QUALIFIED NON-ELECTIVE
            CONTRIBUTIONS, IN THE AGGREGATE, MAY NOT EXCEED 15% OF ALL MEMBERS'
            SALARY (EXCLUDING FROM SALARY MEMBER PRE-TAX ELECTIVE DEFERRALS).

      A.    Employee Contributions (fill in 1 and/or 6 if applicable; choose 2
            or 3; 4 or 5):

            1.  X  The maximum amount of monthly contributions a
               --- Member may make to the Plan (both pre-tax deferrals
                   and after-tax contributions) is 10 % (1-20) of the
                   Member's monthly Salary.

            2.  X  (Choose a and/or b):
               ---

                   (a)  X  A Member may make pre-tax elective deferrals to the
                       --- Plan, based on multiples of 1% of monthly Salary, or

                   (b)     A Member may make pre-tax elective deferrals to the
                       --- Plan based on a specified dollar amount.

            3.     A Member may not make pre-tax elective deferrals to the Plan.
               ---

            4.     A Member may make after-tax contributions to the Plan, based
               --- on multiples of 1% of monthly Salary.

            5.  X  A Member may not make after-tax contributions to the Plan.
               ---

            6.  X  An Employee may allocate a rollover contribution to the Plan
               --- prior to satisfying the Eligibility requirements described
                   above.

      B.    A Member may change his or her contribution rate with respect to, if
            made available, pre-tax deferrals and after-tax contributions
            (choose 1, 2 or 3):

            1.  X  1 time per pay period.
               ---

            2.     1 time per calendar month.
               ---

            3.     1 time per calendar quarter.
               ---


                                       7
<PAGE>

      C.    Employer Matching Contributions (fill in 1 or 5 as applicable; and
            if you select 1, then choose 2, 3 or 4):

            1.     The Employer matching contributions under 2, 3 or 4 below
                   shall be based on the Member's contributions (both pre-tax
                   deferrals and after-tax contributions) not in excess of 10 %
                   (1-20 but not in excess of the percentage specified in A.1.
                   above) of the Member's Salary.

            2.  X  The Employer shall allocate to each contributing
               --- Member's Account an amount equal to 50 % (not to
                   exceed 200%) of the Member's contributions (both
                   pre-tax deferrals and after-tax contributions) for
                   that month (as otherwise limited in accordance with
                   C.1. above).

            3.     The Employer shall allocate to each contributing Member's
               --- Account an amount based on the Member's contributions (as
                   otherwise limited in accordance with C.1. above) and
                   determined in accordance with the following schedule:

                        YEARS OF EMPLOYMENT                   MATCHING %
                        -------------------                   ----------
                         Less than 3                              50%
                         At least 3, but less than 5              75%
                         5 or more                               100%

            4.     The Employer shall allocate to each contributing Member's
               --- Account an amount based on the Member's contributions (as
                   otherwise limited in accordance with C.1. above) and
                   determined in accordance with the following schedule:

                        YEARS OF EMPLOYMENT                   MATCHING %
                        -------------------                   ----------
                         Less than 3                              100%
                         At least 3, but less than 5              150%
                         5 or more                                200%

            5.     No Employer matching contributions will be made to the Plan.
               ---

      D.    Safe Harbor CODA Contributions (Actual Deferral Percentage Test Safe
            Harbor Contributions) (Complete 1 or 2 below, if applicable):

            1.     The Employer shall make a safe harbor Basic Matching
               --- Contribution to the Plan on behalf of each Member.

            2.     In lieu of safe harbor Basic Matching Contributions,
                   the Employer will make the following contributions
                   for the Plan Year (complete (a) and/or (b)):

                   (a)   Enhanced Matching Contributions:


                                       8
<PAGE>

                   The Employer shall make Matching Contributions to the Account
                   of each Member in an amount equal to the sum of:

                        (i)   the Member's 401(k) Deferrals that do not exceed
                              ____ percent of the Member's Salary plus

                        (ii)  _____ Percent of the Member's 401(k) Deferrals
                              that exceed ____ percent of the Member's Salary
                              and that do not exceed ____ percent of the
                              Member's Salary.

                        NOTE: IN THE BLANK IN (I) AND THE SECOND BLANK IN (II),
                              INSERT A NUMBER THAT IS 3 OR GREATER BUT NOT
                              GREATER THAN 6. THE FIRST AND LAST BLANKS IN (II)
                              MUST BE COMPLETED SO THAT AT ANY RATE OF 401(K)
                              DEFERRALS, THE MATCHING CONTRIBUTION IS AT LEAST
                              EQUAL TO THE MATCHING CONTRIBUTION RECEIVABLE IF
                              THE EMPLOYER WERE MAKING BASIC MATCHING
                              CONTRIBUTIONS, BUT THE RATE OF MATCH CANNOT
                              INCREASE AS DEFERRALS INCREASE. FOR EXAMPLE, IF
                              "4" IS INSERTED IN THE BLANK IN (I), (II) NEED NOT
                              BE COMPLETED.

                        (b) ___ Safe Harbor Nonelective Contributions:

            The Employer will make a Safe Harbor Nonelective Contribution to the
            Account of each Member in an amount equal to 3 percent of the
            Member's Salary for the Plan Year, unless the Employer inserts a
            greater percentage here .

      E.    Employer Basic Contributions (choose 1 or 2):

            1.     The Employer shall allocate an amount equal to ____% (based
               --- on 1% increments not to exceed 15%) of Member's Salary for
                   the month to (choose (a) or (b)):

                   (a) ___ The Accounts of all Members

                   (b) ___ The Accounts of all Members who were employed with
                            the Employer on the last day of such month.

            2.  X  No Employer basic contributions will be made to the Plan.
               ---

      F.    Employer Supplemental Contributions:

            The Employer may make supplemental contributions for any Plan Year
            in accordance with Section 3.7 of the Plan.

      G.    Employer Profit Sharing Contributions (Choose 1, 2, 3, 4, or 5):

            1.     No Employer Profit Sharing Contributions will be made to the
               --- Plan.


                                       9
<PAGE>

      NON-INTEGRATED FORMULA

            2. X  Profit sharing contributions shall be allocated to each
              --- Member's Account in the same ratio as each eligible Member's
                  Salary during such Contribution Determination Period bears to
                  the total of such Salary of all eligible Members.

            3.    Profit sharing contributions shall be allocated to each
              --- eligible Member's Account in the same ratio as each eligible
                  Member's Salary for the portion of the Contribution
                  Determination Period during which the Member satisfied the
                  Employer's eligibility requirement(s) bears to the total of
                  such Salary of all eligible Members.

      INTEGRATED FORMULA

      4.    Profit sharing contributions shall be allocated to each eligible
        --- Member's Account in a uniform percentage (specified by the
            Employer as ___%) of each Member's Salary during the
            Contribution Determination Period ("Base Contribution Percentage")
            for the Plan Year that includes such Contribution Determination
            Period , plus a uniform percentage (specified by the Employer as
            _____%, but not in excess of the lesser of (i) the Base Contribution
            Percentage and (ii) the greater of (1) 5.7% or (2) the percentage
            equal to the portion of the Code Section 3111(a) tax imposed on
            employers under the Federal Insurance Contributions Act (as in
            effect as of the beginning of the Plan Year) which is attributable
            to old-age insurance) of each Member's Salary for the Contribution
            Determination Period in excess of the Social Security Taxable Wage
            Base ("Excess Salary") for the Plan Year that includes such
            Contribution Determination Period, in accordance with Article III of
            the Plan.

      5.    Profit sharing contributions shall be allocated to each eligible
            Member's Account in a uniform percentage (specified by the Employer
            as ____%) of each Member's Salary for the portion of the
            Contribution Determination Period during which the Member satisfied
            the Employer's eligibility requirement(s), if any, plus a uniform
            percentage (specified by the Employer as ____%, but not in excess of
            the lesser of (i) the Base Contribution Percentage and (ii) the
            greater of (1) 5.7% or (2) the percentage equal to the portion of
            the Code Section 3111(a) tax imposed on employers under the Federal
            Insurance Contributions Act (as in effect as of the beginning of the
            Plan Year) which is attributable to old-age insurance) of each
            Member's Excess Salary for the portion of the Contribution
            Determination Period during which the Member satisfied the
            Employer's eligibility requirement(s) in accordance with Article III
            of the Plan.

H.    Allocation of Employer Profit Sharing Contributions:

      In accordance with Section VII, G above, a Member shall be eligible to
      share in Employer Profit Sharing Contributions, if any, as follows (choose
      1 or 2):

      1.    A Member shall be eligible for an allocation of Employer Profit
        --- Sharing Contributions for a Contribution Determination Period if he
            or she is eligible to participate in the Plan for the Contribution
            Determination Period to which the Profit Sharing Contributions
            relate.

      2.    A Member shall be eligible for an allocation of Employer Profit
        --- Sharing Contributions for a Contribution Determination Period only
            if he or she (choose (a), (b) or (c) whichever shall apply):


                                       10
<PAGE>

            (a)    is employed on the last day of the Contribution Determination
               --- Period, or retired, died or became totally and permanently
                   disabled prior to the last day of the Contribution
                   Determination Period.

            (b)    completed 1,000 Hours of Employment if the Contribution
               --- Determination Period is a period of 12 months (250 Hours of
                   Employment if the Contribution Determination Period is a
                   period of 3 months), or retired, died or became totally and
                   permanently disabled prior to the last day of the
                   Contribution Determination Period.

            (c)    is employed on the last day of the Contribution Determination
               --- Period and, if such period is 12 months, completed 1,000
                   Hours of Employment (250 Hours of Employment if the
                   Contribution Determination Period is a period of 3 months),
                   or retired, died or became totally and permanently disabled
                   prior to the last day of the Contribution Determination
                   Period.

      I.    "Contribution Determination Period" for purposes of determining and
            allocating Employer profit sharing contributions means (choose 1,2,
            3 or 4):

            1.  X  The Plan Year.
               ---

            2.     The Employer's Fiscal Year (defined as the Plan's "limitation
               --- year") being the twelve (12) consecutive month period
                   commencing __________________________________ (month/day)
                   and ending __________________________________ (month/day).

            3.     The three (3) consecutive month periods that comprise each of
               --- the Plan Year quarters.

            4.     The three (3) consecutive month periods that comprise
               --- each of the Employer's Fiscal Year quarters.
                   (Employer's Fiscal Year is the twelve (12)
                   consecutive month period commencing ____________ (month/day)
                   and ending _________________ (month/day).)

      J.    Employer Qualified Nonelective Contributions:

                   The Employer may make qualified nonelective contributions for
                   any Plan Year in accordance with Section 3.9 of the Plan.

      K.    Top Heavy Contributions:

                   If the Plan is determined to be Top Heavy and if Top Heavy
                   Contributions will be made to the Plan, Top Heavy
                   Contributions will be allocated to: (choose 1 or 2 below):

            1.     Only Members who are Non-Key Employees.
              ---

            2.     All Members.
              ---

VIII. INVESTMENTS

      The Employer hereby appoints Barclays Global Investors, N.A. to serve as
      Investment Manager under the Plan. The Employer hereby selects the
      following Investments to be made available under the Plan (choose
      whichever shall apply) and consents to the lending of securities by such
      funds to brokers and other borrowers. The Employer agrees and acknowledges
      that the selection of Investments made in this Section VIII is solely its
      responsibility, and no other person, including the


                                       11
<PAGE>

      Sponsor or Investment Manager, has any discretionary authority or control
      with respect to such selection process. The Employer hereby holds the
      Investment Manager harmless from, and indemnifies it against, any
      liability Investment Manager may incur with respect to such Investments so
      long as Investment Manager is not negligent and has not breached its
      fiduciary duties.

       1.  X  Money Market Fund
          ---

       2.  X  Stable Value Fund
          ---

       3.  X  Government Bond Fund
          ---

       4.  X  S&P 500 Stock Fund
          ---

       5.  X  S&P 500/Value Stock Fund
          ---

       6.  X  S&P 500/Growth Stock Fund
          ---

       7.  X  S&P MidCap Stock Fund
          ---

       8.  X  Russell 2000 Stock Fund
          ---

       9.  X  International Stock Fund
          ---

      10.  X  Asset Allocation Funds (3)
          ---

           X  Income Plus
          ---

           X  Growth & Income
          ---

           X  Growth
          ---

      11.  X  Allied First Bancorp, Inc. Stock Fund
          ---

      12.  X  Allied First Bank Certificate of Deposit Fund
          ---

      13.     NASDAQ 100 Index Fund
          ---

      14.     Self-directed Brokerage Account
          ---

IX.   EMPLOYER SECURITIES       N/A

      A.    If the Employer makes available an Employer Stock Fund pursuant to
            Section VIII of this Adoption Agreement, then voting and tender
            offer rights with respect to Employer Stock shall be delegated and
            exercised as follows (choose 1 or 2):

            1.     Each Member shall be entitled to direct the Plan
              ---  Administrator as to the voting and tender or exchange offer
                   rights involving Employer Stock held in such


                                       12
<PAGE>

            Member's Account, and the Plan Administrator shall follow or cause
            the Trustee to follow such directions. If a Member fails to provide
            the Plan Administrator with directions as to voting or tender or
            exchange offer rights, the Plan Administrator shall exercise those
            rights as it determines in its discretion and shall direct the
            Trustee accordingly.

            2.  X  The Plan Administrator shall direct the Trustee as to the
               --- voting of all Employer Stock and as to all rights in the
                   event of a tender or exchange offer involving such Employer
                   Stock.

X.    INVESTMENT DIRECTION

      A.    Members shall be entitled to designate what percentage of employee
            contributions and employer contributions made on their behalf will
            be invested in the various Investment funds offered by the Employer
            as specified in Section VIII of this Adoption Agreement except:

            1.     The following portions of a Member's Account will be invested
                   at the employer's direction (choose whichever shall apply):

             a)  X  Employer Profit Sharing Contributions Shall be invested in:
                ---
                         Employer Stock Fund.
                     ---

                         Employer Certificate of Deposit Fund.
                     ---

                      X  Any Investment Fund or Funds offered by the
                     --- Employer.

            (b)  X  Employer Matching Contributions
                ---

                     Shall be Invested in:

                         Employer Stock Fund.
                     ---

                         Employer Certificate of Deposit Fund.
                     ---

                      X  Any Investment Fund or Funds offered by the Employer.
                     ---

            (c)     Employer Basic Contribution
                ---

                     Shall be invested in:

                         Employer Stock Fund.
                     ---

                         Employer Certificate of Deposit Fund.
                     ---

                         Any Investment Fund or Funds offered by the Employer.
                     ---

            (d)     Employer Supplemental Contributions
                ---

                     Shall be invested in:

                         Employer Stock Fund.
                     ---

                         Employer Certificate of Deposit Fund.
                     ---

                         Any Investment Fund or Funds offered by the Employer.
                     ---

            (e)     Employer Qualified Nonelective Contributions


                                       13
<PAGE>


                     Shall be invested in:

                         Employer Stock Fund.
                     ---

                         Employer Certificate of Deposit Fund.
                     ---

                         Any Investment Fund or Funds offered by the Employer.
                     ---

            (f)     Employer Safe Harbor CODA Contributions under Section 3.14
                --- of the Plan
                     Shall be invested in:

                         Employer Stock Fund.
                     ---

                         Employer Certificate of Deposit Fund.
                     ---

                         Any Investment Fund or Funds offered by the Employer.
                     ---

            2.     Amounts invested at the Employer's direction may not be
               --- transferred by the Member to any other Investment Fund.

            3.     Notwithstanding this election in 2, a Member may transfer
               --- such amounts to any other Investment Fund upon (choose
                   whichever may apply):

            (a)    the attainment of age ___ (insert 45 or greater)
               ---

            (b)    the completion of _____ (insert 10 or greater) Years of
               --- Employment

            (c)    the attainment of age plus Years of Employment equal to _____
               --- (insert 55 or greater)

      B.    A Member may change his or her investment direction (choose 1,2, or
            3):

            1.  X  1 time per business day.
               ---

            2.     1 time per calendar month.
               ---

            3.     1 time per calendar quarter.
               ---

      C.    If a Member or Beneficiary (or the Employer, if applicable) fails to
            make an effective investment direction, the Member's contributions
            and Employer contributions made on the Member's behalf shall be
            invested in ALLIED FIRST BANK CD FUND (insert one of the Investment
            Funds selected in Section VIII of this Adoption Agreement).

XI.   VESTING SCHEDULES

      A.    (Choose 1, 2, 3, 4, 5, 6 or 7)

                   SCHEDULE             YEARS OF EMPLOYMENT             VESTED %
                   --------             -------------------             --------

            1.     Immediate            Upon Enrollment100%
               ---

            2.     2-6 Year Graded      Less than 2                         0%
               ---
                                        2 but less than 3                  20%
                                        3 but less than 4                  40%
                                        4 but less than 5                  60%
                                        5 but less than 6                  80%


                                       14
<PAGE>

                                        6 or more                         100%

            3.     5-Year Cliff         Less than 5                         0%
               ---
                                        5 or more                         100%

            4.     3-Year Cliff         Less than 3                         0%
               ---
                                        3 or more                         100%

            5.  X  4-Year Graded        Less than 1                         0%
               ---
                                        1 but less than 2                  25%
                                        2 but less than 3                  50%
                                        3 but less than 4                  75%
                                        4 or more                         100%

            6.     3-7 Year Graded      Less than 3                         0%
               ---
                                        3 but less than 4                  20%
                                        4 but less than 5                  40%
                                        5 but less than 6                  60%
                                        6 but less than 7                  80%
                                        7 or more                         100%

            7.    Other                 Less than     0%
               ---                                ---
                                            but less than                    %
                                        ---               ---             ---
                                            but less than                    %
                                        ---               ---             ---
                                            but less than                    %
                                        ---               ---             ---
                                            but less than                    %
                                        ---               ---             ---
                                            or more  100%
                                        ---

      B.    With respect to the schedules listed above, the Employer elects
            (choose 1, 2, 3, 4 and/or 5):

            1.    Schedule ___ solely with respect to Employer matching
                  contributions.

            2.    Schedule ___ solely with respect to Employer basic
                  contributions.

            3.    Schedule ___ solely with respect to Employer supplemental
                  contributions.

            4.    Schedule ___ solely with respect to Employer profit sharing
                  contributions.

            5.    Schedule A-5 with respect to all Employer contributions.

            NOTE: NOTWITHSTANDING ANY ELECTION BY THE EMPLOYER TO THE CONTRARY,
            EACH MEMBER SHALL ACQUIRE A 100% VESTED INTEREST IN HIS ACCOUNT
            ATTRIBUTABLE TO ALL EMPLOYER CONTRIBUTIONS MADE TO THE PLAN UPON THE
            EARLIER OF (I) ATTAINMENT OF NORMAL RETIREMENT AGE, (II) APPROVAL
            FOR DISABILITY OR (III) DEATH. IN ADDITION, A MEMBER SHALL AT ALL
            TIMES HAVE A 100% VESTED INTEREST IN THE EMPLOYER QUALIFIED
            NON-ELECTIVE CONTRIBUTIONS, IF ANY; SAFE HARBOR CODA CONTRIBUTIONS,
            IF ANY; AND IN THE PRE-TAX ELECTIVE DEFERRALS AND NONDEDUCTIBLE
            AFTER-TAX MEMBER CONTRIBUTIONS. ALSO, IF A PLAN IS DETERMINED TO BE
            TOP HEAVY, A DIFFERENT VESTING SCHEDULE, OTHER THAN THE SCHEDULE
            ELECTED ABOVE, MAY APPLY.

      C.    Years of Employment Excluded for Vesting Purposes

            The following Years of Employment shall be disregarded for vesting
            purposes (choose whichever shall apply):


                                       15
<PAGE>

            1.  X  Years of Employment during any period in which neither the
               --- Plan nor any predecessor plan was maintained by the Employer.

            2.     Years of Employment of a Member prior to attaining age 18.
               ---

      D.    Service Crediting Method for Vesting (Choose 1, 2, or 3):

            1.     Not Applicable.  Plan provides 100% vesting for all
               --- contributions.

            2.  X  Hour of service method (if elected, Years of
               --- Service will be substituted for Years of Employment
                   for purposes of this Section XI) (Choose a or b):

                   (a)  X   The actual number of Hours of Employment.
                       ---

                   (b)      190 Hours of Employment for each month in which the
                       ---  Employee completes at least one Hour of Employment.

            3.     Elapsed time method.
               ---

XII.  WITHDRAWAL PROVISIONS

      A.    The following portions of a Member's Account will be eligible for
            in-service withdrawals, subject to the provisions of Article VII of
            the Plan (choose whichever shall apply):

      1.    Employee after-tax contributions and the earnings thereon.
        ---

            In-service withdrawals permitted only in the event of (choose
            whichever shall apply):

            (a)    Hardship.
               ---

            (b)    Attainment of age 59 1/2.
               ---

      2. X  Employee pre-tax elective deferrals and the earnings thereon.
        ---

      NOTE: IN-SERVICE WITHDRAWALS OF ALL EMPLOYEE PRE-TAX ELECTIVE DEFERRALS
            AND EARNINGS THEREON AS OF DECEMBER 31, 1988 ARE PERMITTED ONLY IN
            THE EVENT OF HARDSHIP OR ATTAINMENT OF AGE 59 1/2. IN-SERVICE
            WITHDRAWALS OF EARNINGS AFTER DECEMBER 31, 1988 ARE PERMITTED ONLY
            IN THE EVENT OF ATTAINMENT OF AGE 59 1/2.

      3. X  Employee rollover contributions and the earnings thereon.
        ---

            In-service withdrawals permitted only in the event of (choose
            whichever shall apply):

            (a)    Hardship.
               ---

            (b)    Attainment of age 59 1/2.
               ---

      4. X  Employer matching contributions and the earnings thereon.
        ---

            In-service withdrawals permitted only in the event of (choose
            whichever shall apply):

            (a)    Hardship.
               ---


                                       16
<PAGE>

            (b)    Attainment of age 59 1/2.
               ---

      5.    Employer basic contributions and the earnings thereon.
        ---

            In-service withdrawals permitted only in the event of (choose
            whichever shall apply):

            (a)    Hardship.
               ---

            (b)    Attainment of age 59 1/2.
               ---

      6.    Employer supplemental contributions and the earnings thereon.
        ---

            In-service withdrawals permitted only in the event of (choose
            whichever shall apply):

            (a)    Hardship.
               ---

            (b)    Attainment of age 59 1/2.
               ---

      7. X  Employer profit sharing contributions and the earnings thereon.
        ---

            In-service withdrawals permitted only in the event of (choose
            whichever shall apply):

            (a) X  Hardship.
               ---

            (b) X  Attainment of age 59 1/2.
               ---

      8.    Employer qualified nonelective contributions and earnings thereon.
        ---

      NOTE: IN-SERVICE WITHDRAWALS OF ALL EMPLOYER QUALIFIED NONELECTIVE
            CONTRIBUTIONS AND EARNINGS THEREON ARE PERMITTED ONLY IN THE EVENT
            OF ATTAINMENT OF AGE 59 1/2.

      9.    Employer safe harbor CODA contributions and earnings thereon.
        ---

      NOTE: IN-SERVICE WITHDRAWALS OF EMPLOYER SAFE HARBOR CODA CONTRIBUTIONS
            AND EARNINGS THEREON ARE PERMITTED ONLY IN THE EVENT OF ATTAINMENT
            OF AGE 59 1/2.

      10.   No in-service withdrawals shall be allowed.
        ---

      B.    Notwithstanding any elections made in Subsection A of this Section
            XII above, the following portions of a Member's Account shall be
            excluded from eligibility for in-service withdrawals (choose
            whichever shall apply):

            1.     Employer contributions, and the earnings thereon, credited to
               --- the Employer Stock Fund.

            2.     Employer contributions, and the earnings thereon, credited to
               --- the Employer Certificate of Deposit Fund.

            3.     All contributions and deferrals, and the earnings thereon,
               --- credited to the Employer Stock Fund.

            4.     All contributions and deferrals, and the earnings thereon,
               --- credited to the Employer Certificate of Deposit Fund.

            5.     Other:_________________________________________________
               ---


                                       17
<PAGE>

            NOTE: A MEMBER'S ACCOUNT WILL BE AVAILABLE FOR IN-SERVICE
            WITHDRAWALS UPON ATTAINING AGE 70 1/2 NOTWITHSTANDING ANY PROVISIONS
            OF THIS SECTION XII TO THE CONTRARY.

XIII. DISTRIBUTION OPTION (CHOOSE WHICHEVER SHALL APPLY)

      1. X  Lump Sum and partial lump sum payments only.
        ---

      2.    Lump Sum and partial lump sum payments plus one or more of the
        --- following (choose (a) and/or (b)):

            (a)   Installment payments.
               ---

            (b)   Annuity payments.
               ---

      3.    Distributions in kind of Employer Stock.
        ---

XIV.  LOAN PROGRAM (CHOOSE 1, 2, 3 OR 4, IF APPLICABLE)

      1.    No loans will be permitted from the Plan.
        ---

      2. X  Loans will be permitted from the Member's Account.
        ---

      3.    Loans will be permitted from the Member's Account, EXCLUDING
        --- (choose whichever shall apply):

            (1)    Employer Profit sharing contributions and the earnings
               --- thereon.

            (2)    Employer matching contributions and the earnings thereon.
               ---

            (3)    Employer basic contributions and the earnings thereon.
               ---

            (4)    Employer supplemental contributions and the earnings thereon.
               ---

            (5)    Employee after-tax contributions and the earnings thereon.
               ---

            (6)    Employee pre-tax elective deferrals and the earnings thereon.
               ---

            (7)    Employee rollover contributions and the earnings thereon.
               ---

            (8)    Employer qualified nonelective contributions and the earnings
               --- thereon.


            (9)    Employer safe harbor CODA contributions and the earnings
               --- thereon.

           (10)    Any amounts to the extent invested in the Employer Stock
               --- Fund.

           (11)    Any amounts to the extent invested in the Employer
               --- Certificate of Deposit Fund.

      4.    Loans will only be permitted from the Member's Account in the case
        --- of hardship or financial necessity as defined under Section 8.1 of
            the Plan.

XV.   ADDITIONAL INFORMATION

      If additional space is needed to select or describe an elective feature of
      the Plan, the Employer should attach additional pages and use the
      following format:


                                       18
<PAGE>

      The following is hereby made a part of Section --- of the Adoption
      Agreement and is thus incorporated into and made a part of the [Plan Name]

      Signature of Employer's Authorized Representative ________________________

      Signature of Trustee _____________________________________________________

      Supplementary Page _____ of [total number of pages].

XVI.  PLAN ADMINISTRATOR

      The Named Plan Administrator under the Plan shall be the (choose 1, 2, 3
      or 4):

      NOTE: PENTEGRA SERVICES, INC. MAY NOT BE APPOINTED PLAN ADMINISTRATOR.

      1. X  Employer
        ---

      2.    Employer's Board of Directors
        ---

      3.    Plan's Administrative Committee
        ---

      4.    Other (if chosen, then provide the following information)
        ---

            Name: ______________________________________________________________

            Address: ___________________________________________________________

            Tel No:  ___________________________________________________________

            Contact: ___________________________________________________________

      NOTE: IF NO NAMED PLAN ADMINISTRATOR IS DESIGNATED ABOVE, THE EMPLOYER
            SHALL BE DEEMED THE NAMED PLAN ADMINISTRATOR.

XVII. TRUSTEE

      The Employer hereby appoints The Bank of New York to serve as Trustee for
      all Investment Funds under the Plan except the Employer Stock Fund.

      The Employer hereby appoints the following person(s) or entity to serve as
      Trustee under the Plan for the Employer Stock Fund.*

      Name: ____________________________________________________________________

      Address: _________________________________________________________________

     Telephone No: ______________ Contact: _____________________________________

                   _____________________________________________________________
                                        Signature of Trustee
                   (REQUIRED ONLY IF THE EMPLOYER IS SERVING AS ITS OWN TRUSTEE)

      * Subject to approval by The Bank of New York, if The Bank of New York is
      appointed as Trustee


                                       19
<PAGE>

      for the Employer Stock Fund.

The Employer hereby appoints The Bank of New York to serve as Custodian under
the Plan for the Employer Stock Fund in the event The Bank of New York does not
serve as Trustee for such Fund.


                                       20
<PAGE>

                         EXECUTION OF ADOPTION AGREEMENT

By execution of this Adoption Agreement by a duly authorized representative of
the Employer, the Employer acknowledges that it has established or, as the case
may be, amended a tax-qualified retirement plan into the Allied First Bank
Employees' Savings & Profit Sharing Plan and Trust (the "Plan"). The Employer
hereby represents and agrees that it will assume full fiduciary responsibility
for the operation of the Plan and for complying with all duties and requirements
imposed under applicable law, including, but not limited to, the Employee
Retirement Income Security Act of 1974, as amended, and the Internal Revenue
Code of 1986, as amended. In addition, the Employer represents and agrees that
it will accept full responsibility for complying with any applicable
requirements of federal or state securities law as such laws may apply to the
Plan and to any investments thereunder. The Employer further acknowledges that
any opinion letter issued with respect to the Adoption Agreement and the
Employees' Savings and Profit Sharing Plan - Basic Plan Document by the Internal
Revenue Service ("IRS") to Pentegra Services, Inc., as sponsor of the Employees'
Savings & Profit Sharing Plan, does not constitute a ruling or a determination
with respect to the tax-qualified status of the Plan as adopted by the Employer.
Further, the adopting Employer may not rely on an opinion letter issued by the
National Office of the IRS 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 Employee Plans Determinations of
the Internal Revenue Service Key District Office for a determination letter.

THE FAILURE TO PROPERLY COMPLETE THE ADOPTION AGREEMENT MAY RESULT IN
DISQUALIFICATION OF THE PLAN AND TRUST EVIDENCED THEREBY.

The Sponsor will inform the Employer of any amendments to the Plan or of the
discontinuance or abandonment of the Plan by the Sponsor.

Any inquiries regarding the adoption of the Plan should be directed to the
Sponsor as follows:

                        Pentegra Services, Inc.
                        108 Corporate Park Drive
                        White Plains, New York  10604
                        (914) 694-1300

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed by its duly authorized officer this day of _____________________, 20__.

                                        ALLIED FIRST BANK


                                        By:   __________________________________

                                        Name: __________________________________

                                        Title: _________________________________


1/1/01


                                       21

<PAGE>

                           Pentegra Services, Inc.
      --------------------------------------------------------------------







                                ALLIED FIRST BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST








                            Summary Plan Description

<PAGE>






                                                        SUMMARY PLAN DESCRIPTION
                                                                             FOR
                                                               ALLIED FIRST BANK
                                                            NAPERVILLE, ILLINOIS
                                                                 JANUARY 1, 2002




                                                         PENTEGRA SERVICES, INC.
                                                        108 CORPORATE PARK DRIVE
                                                          WHITE PLAINS, NY 10604

<PAGE>








TO PARTICIPATING EMPLOYEES OF ALLIED FIRST BANK:

We are pleased to present this booklet so that you may better understand and
appreciate the benefit which is provided by your employer by establishing the
Allied First Bank Employees' Savings & Profit Sharing Plan and Trust (the
"Plan").

The Plan enables you to save and invest on a regular, long term basis. All
contributions to the Plan (a defined contribution plan) are paid to the Trustee
to be invested in the investment options offered under the Plan. An individual
account is maintained for each member. Under certain conditions, a member may
make withdrawals or loans from his account based on its market value.

The Plan offers federal income tax advantages. The employee does not pay taxes
on employer contributions or investment income until he/she withdraws them. An
employer subject to income tax may deduct its contributions.

This booklet highlights the main features of the Plan. The Plan and Trust
contain the governing provisions and should be consulted as official text in all
cases. If there is any conflict between this booklet (Summary Plan Description)
and the Plan Document, the Plan Document will control.




                                                YOUR EMPLOYER,

                                                ALLIED FIRST BANK

<PAGE>

                                 S U M M A R Y   O F   Y O U R   B E N E F I T S
--------------------------------------------------------------------------------


ELIGIBILITY       You will be eligible for membership in the Plan on the first
                  day of the month coincident with or next following the date
                  you complete 1 year of employment and attain age 18.

PLAN SALARY       Plan Salary is defined as total taxable compensation as
                  reported on your Form W-2, (exclusive of any compensation
                  deferred from a prior year). In addition, any pre-tax
                  contributions which you make to an Internal Revenue Code
                  Section 401(k) plan as well as any pre-tax contributions to a
                  Section 125 cafeteria plan and, unless the employer elects
                  otherwise, Qualified Transportation Fringe benefits as defined
                  under Section 132(f) of the Internal Revenue Code, are
                  included in Plan Salary.

PLAN              EMPLOYEE - You may elect to make a contribution of 1%, 2%, 3%,
CONTRIBUTIONS     4%, 5%, 6%, 7%, 8%, 9% or 10% of Plan Salary.

                  EMPLOYER - Your employer will contribute an amount equal to
                  50% of your contribution to the Plan.

                  The above percentage rate shall apply to only the first 10% of
                  your Plan Salary (see "Plan Salary" section of this booklet).

                                          ILLUSTRATION
                         Employee                             Employer
                    Contribution Rate                  Matching Contribution
                    -----------------                  ---------------------
                           1%                                  0.5%
                           2%                                  1.0%
                           3%                                  1.5%
                           4%                                  2.0%
                           5%                                  2.5%
                           6%                                  3.0%
                           7%                                  3.5%
                           8%                                  4.0%
                           9%                                  4.5%
                           0%                                  5.0%


                  Also, your employer may, in its sole discretion, make a Profit
                  Sharing contribution to the Plan. You will be eligible to
                  receive a Profit Sharing contribution if you are employed on
                  the last day of the Plan Year and complete 1,000 hours of
                  employment, retire, die or become totally and permanently
                  disabled prior to December 31st of the year for which the
                  Profit Sharing contributions are being made to the Plan by
                  your employer.

                  Please refer to the "Making Withdrawals From Your Account"
                  section of this booklet to determine if there are any
                  restrictions on employer contributions on account of a
                  withdrawal.

VESTING           Generally, you will be 100% vested in any employer
                  contributions after you complete 4 years of employment. You
                  are always 100% vested (i.e., you will not give up any units
                  when you terminate employment) in any contributions you make
                  to the Plan.



                                 S U M M A R Y   O F   Y O U R   B E N E F I T S
--------------------------------------------------------------------------------
                                                                     (continued)


LOANS             You may take a loan from your account and pay your account
                  back with interest. Please refer to the "Borrowing From Your
                  Account" section of this booklet to determine how you may take
                  a loan from your account.

WITHDRAWALS       While you are working, you may withdraw all or part of your
                  vested account balance subject to certain limitations. You may
                  also make withdrawals from your account after termination of
                  employment.

DISABILITY        If you are disabled, you will be entitled to the same
                  withdrawal rights as if you had terminated employment.

DEATH             If you die before the value of your account is paid to you,
                  your beneficiary may receive the full value of your account or
                  may defer payment within certain limits. If you are married,
                  your spouse will be your beneficiary unless your spouse
                  consents in writing to the designation of a different
                  beneficiary.

<PAGE>

                                               T A B L E   O F   C O N T E N T S
--------------------------------------------------------------------------------


Determining Your Eligibility ................................................. 1

Reenrollment.................................................................. 1

Making Contributions to the Plan.............................................. 2

         o   Plan Contributions............................................... 2

         o   Allocation of Contributions...................................... 2

         o   Rollovers........................................................ 3

         o   Plan Salary...................................................... 3

Investing Your Account........................................................ 4

         o   Investment of Contributions...................................... 4

         o   Valuation of Accounts............................................ 4

         o   Reporting to Members............................................. 5

Vesting....................................................................... 6

Making Withdrawals From Your Account.......................................... 7

         o   While Employed................................................... 7

         o   Upon Termination of Employment................................... 7

         o   Upon Disability.................................................. 8

         o   Upon Death....................................................... 8

Borrowing From Your Account................................................... 9

Plan Limitations............................................................. 10

Top Heavy Information........................................................ 11

Disputed Claims Procedure.................................................... 11

Qualified Domestic Relations Order ("QDROs")................................. 11

Statement of Member's Rights................................................. 12

Plan Information............................................................. 13

<PAGE>

                         D E T E R M I N I N G   Y O U R   E L I G I B I L I T Y
--------------------------------------------------------------------------------


EMPLOYEE          You will be eligible for membership in the Plan on the first
ELIGIBILITY       day of the month coincident with or next following the date
                  you complete 1 year of employment and attain age 18. In order
                  for you to complete 1 year of employment, you must complete at
                  least 1,000 hours of employment in a 12 consecutive month
                  period. The initial 12 consecutive month period is measured
                  from your date of employment, and (if you do not complete at
                  least 1,000 hours of employment in such period) subsequent 12
                  month periods are measured.

                  In counting hours, you will be credited with an hour of
                  employment for every hour you have a right to be paid. This
                  includes vacation, sick leave, jury duty, etc., and any hours
                  for which back pay may be due.

                  You will become a member as soon as a properly executed
                  enrollment application is received and processed by Pentegra
                  Services, Inc. Your membership will continue until the earlier
                  of (a) your termination of employment and payment to you of
                  your entire account or (b) your death.

REENROLLMENT      If you terminate employment and are subsequently reemployed by
                  the same employer, you will be eligible for immediate
                  reenrollment.

<PAGE>

                 M A K I N G   C O N T R I B U T I O N S   T O   T H E   P L A N
--------------------------------------------------------------------------------


PLAN              EMPLOYEE - You may elect to make pre-tax contributions of 1%,
CONTRIBUTIONS     2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of Plan Salary (see
                  "Plan Salary" section of this booklet). You may elect not to
                  make any contributions. You may change the rate at which you
                  are contributing one time in any pay period. You may suspend
                  your contributions at any time, but suspended contributions
                  may not be subsequently made up.

                  EMPLOYER -Your employer will contribute an amount equal to 50%
                  of your contribution to the Plan.

                  The above percentage rate shall apply to only the first 10% of
                  your Plan Salary (see "Plan Salary" section of this booklet).

                  Also, your employer may, in its sole discretion, make a Profit
                  Sharing contribution to the Plan. You will be eligible to
                  receive a Profit Sharing contribution if you are employed on
                  the last day of the Plan Year and complete 1,000 hours of
                  employment, retire, die or become totally and permanently
                  disabled prior to December 31st of the year for which the
                  Profit Sharing contributions are being made to the Plan by
                  your employer.

                  Please refer to the "Making Withdrawals From Your Account"
                  section of this booklet to determine if there are any
                  restrictions on employer contributions on account of
                  withdrawal.

ALLOCATION OF     Your employer has an account for each member. All of your own
CONTRIBUTIONS     contributions and all employer contributions, other than
                  Profit Sharing contributions, if any, will be allocated to
                  this account.

                  All employer Profit Sharing contributions, if any, will be
                  allocated to your Profit Sharing account based upon the ratio
                  of your Plan Salary for the Contribution Determination Period
                  to the total Plan Salary for all members.

                  The total value of your accounts represent your interest in
                  the Plan.

                  INTERNAL REVENUE SERVICE NONDISCRIMINATION RULES

                  If you are a highly compensated employee, a portion of your
                  contributions and/or employer contributions, made on your
                  behalf, if any, may have to be returned to you in order to
                  comply with special Internal Revenue Service (IRS)
                  nondiscrimination rules (See "Plan Limitations" section of
                  this booklet for other limitations). In general, effective for
                  years beginning after December 31, 1996, a highly compensated
                  employee is an employee who:

                  (a) was a 5% owner at any time during the current or preceding
                      year, or

                  (b) received annual compensation from the employer for the
                      preceding year in excess of $90,000 (indexed for
                      cost-of-living adjustments, if any).





                 M A K I N G   C O N T R I B U T I O N S   T O   T H E   P L A N
--------------------------------------------------------------------------------
                                                                     (continued)


ROLLOVERS         You may make a rollover contribution of an eligible rollover
                  distribution from any other Internal Revenue Service qualified
                  retirement plan or an individual retirement arrangement (IRA).
                  These funds will be maintained in a separate rollover account
                  in which you will have a nonforfeitable vested interest.
                  Please note that you may establish a "rollover" account within
                  the Plan prior to satisfying the Employer's eligibility

<PAGE>

                  requirements. However, the establishment of a "rollover"
                  account prior to satisfying such eligibility will not
                  constitute active membership in the Plan.

PLAN SALARY       Plan Salary is defined as total taxable compensation as
                  reported on your Form W-2, (exclusive of any compensation
                  deferred from a prior year). In addition, any pre-tax
                  contributions which you make to an Internal Revenue Code
                  Section 401(k) plan as well as any pre-tax contributions to a
                  Section 125 cafeteria plan and, unless the employer elects
                  otherwise, Qualified Transportation Fringe benefits as defined
                  under Section 132(f) of the Internal Revenue Code, are
                  included in Plan Salary. However, Plan Salary for any year may
                  not exceed $200,000 for 2002 (indexed for cost-of-living
                  adjustments).











                                     I N V E S T I N G   Y O U R   A C C O U N T
--------------------------------------------------------------------------------


INVESTMENT OF     Contributions are invested at your direction in one or more of
CONTRIBUTIONS     the investment funds which are provided under the Plan. These
                  funds are described in greater detail in your enrollment kit.

                  Contributions made by you are invested at your direction in
                  one or more of the investment funds in whole percentages. You
                  may apply different investment instructions to amounts already
                  accumulated as opposed to future contributions. Certain
                  restrictions may apply. Changes in investment instructions may
                  be made by submitting a properly completed form or by using
                  Pentegra by Phone, the Pentegra Voice Response System. You may
                  access Pentegra by Phone by calling 1-800-433-4422.

                  Any changes made by using Pentegra by Phone which are received
                  by Stock Market Closing (usually 4 p.m. Eastern Time) will be
                  processed at the business day's closing price. Transaction
                  changes received after Stock Market Closing will be processed
                  on the

<PAGE>

                  next business day. Your Plan allows for a change of investment
                  allocation on a daily basis.

                  Investment changes made by submitting a form are effective on
                  the valuation date (see "Valuation of Accounts" section of
                  this booklet) on which your written notice is processed.

                  No amounts invested in the Stable Value Fund may be
                  transferred directly to the Money Market Fund. Stable Value
                  Fund amounts transferred to and invested in any of the other
                  investment funds provided under your plan for a period of
                  three months may be transferred to the Money Market Fund upon
                  the submission of a separate Change of Investment form.

                  All employer matching contributions and/or employer Profit
                  Sharing contributions, if any, will be invested at the
                  direction of the employer in any of the available investment
                  funds.

                  If no investment direction is given, all contributions
                  credited to a participant's account will be invested in the
                  Allied First Bank Certificate of Deposit Fund.

VALUATION OF      The Plan uses a unit system for valuing each Investment Fund.
ACCOUNTS          Under this system each participant's share in any Investment
                  Fund is represented by units. The unit value is determined as
                  of the close of business each regular business day (daily
                  valuation). The total dollar value of a participant's share in
                  any Investment Fund as of any valuation date is determined by
                  multiplying the number of units to the participant's credit by
                  the unit value of the Fund on that date. The sum of the values
                  of the Funds you select represents the total value of your
                  Plan account.

                  Transaction requests, such as withdrawals, change of
                  investment elections, distributions, that are received by
                  Pentegra Services, Inc. (assuming proper receipt of all
                  pertinent information) will be processed as directed by the
                  Plan Administrator.



                                     I N V E S T I N G   Y O U R   A C C O U N T
--------------------------------------------------------------------------------
                                                                     (continued)


                  NOTE: IF FOR SOME REASON (SUCH AS SHUT DOWN OF FINANCIAL
                  MARKETS) THE UNDERLYING PORTFOLIO OF ANY INVESTMENT FUND
                  CANNOT BE VALUED, THE VALUATION DATE FOR SUCH INVESTMENT FUND
                  SHALL BE THE NEXT DAY ON WHICH THE UNDERLYING PORTFOLIOS CAN
                  BE VALUED.

                  As soon as practicable after the end of each calendar quarter
REPORTING TO      you will receive a personal statement from the Plan. This
MEMBERS           statement provides information about your account including
                  its market value in each investment fund. Activity for the
                  quarter is reported by investment fund and contribution type.

<PAGE>

                                                                   V E S T I N G
--------------------------------------------------------------------------------


                  "Vesting" is the process under which you earn a
                  non-forfeitable right to the units in your account. You are
                  always 100% vested (i.e., you will not give up any units when
                  you terminate employment) in any contributions you make to the
                  Plan.

                  With respect to any employer contributions credited to your
                  account, the following schedule will dictate when vesting will
                  occur:


                         Years of Employment             Vesting Percentage
                         -------------------             ------------------
                         Less than  1                             0%
                         1 but less than 2                       25%
                         2 but less than 3                       50%
                         3 but less than 4                       75%
                         4 or more                              100%

                  You will also become 100% vested in the employer contributions
                  and earnings thereon credited to your account upon your death,
                  approved disability or attainment of age 65 while employed
                  with this employer.

                  If you terminate employment with this employer prior to
                  completing 1 year of service, you will forfeit all of the
                  employer contributions and earnings thereon credited to your
                  account. However, if you are reemployed by this employer prior
                  to incurring 5 consecutive 1-year breaks in service, measured
                  from your date of termination, you are eligible to have the
                  amount of the forfeiture and your corresponding vesting
                  service restored to your account.

                  If you terminate employment with this employer after
                  completing 1 year of service, but prior to becoming 100%
                  vested, you will forfeit the non-vested portion of the
                  employer contributions and earnings thereon credited to your
                  account. If you are reemployed by this employer prior to
                  incurring 5 consecutive 1-year breaks in service, you are
                  eligible to have the amount of the forfeiture restored to your
                  account. If you received a distribution of the vested portion
                  of your account prior to incurring 5 consecutive 1-year breaks
                  in service, such restoration is conditioned on your paying
                  back to your account the amount of your prior vested balance
                  within 5 years of the date it was distributed to you. In
                  either event, your prior vesting service will be recredited to
                  your account

<PAGE>

         M A K I N G   W I T H D R A W A L S   F R O M   Y O U R   A C C O U N T
--------------------------------------------------------------------------------


                  filing the appropriate form with the Plan Administrator for
ACCOUNT           transmittal to Pentegra Services, Inc. A withdrawal is based
WITHDRAWAL        on the unit values on the valuation date coinciding with the
                  date that a properly completed withdrawal form is received and
                  processed by Pentegra Services, Inc. (see "Valuation of
                  Accounts" section of this booklet).

                  Under current law, an excise tax of 10% is generally imposed
                  on the taxable portion of withdrawals occurring prior to your
                  attainment of age 59 1/2. There are certain exceptions to the
                  10% excise tax. For example, the 10% excise tax will not apply
                  to withdrawals made on account of separation from service at
                  or after attainment of age 55, death or disability.

                  In general, employer contributions credited on your behalf
                  will not be available for in-service withdrawal until such
                  employer contributions have been invested in the Plan for at
                  least 24 months (2 years) or you have been a participant in
                  the Plan for at least 60 months (5 years) or the attainment of
                  age 59 1/2.

                  As required by Internal Revenue Service Regulations, a
                  withdrawal of your pre-tax contributions prior to age 59 1/2
                  or termination of employment can only be made on account of a
                  hardship. Also, a withdrawal of any employer Profit Sharing
                  contributions credited to your account prior to termination of
                  employment and the attainment of age 59 1/2 can only be made
                  on account of hardship. The existence of an immediate and
                  heavy financial need, and the lack of any other available
                  financial resources to meet this need, must be demonstrated
                  for a hardship withdrawal. The following situations will be
                  considered to constitute an immediate and heavy financial
                  need:

                  (1) Medical expenses (other than amounts paid by insurance).
                  (2) The purchase of a principal residence (mortgage payments
                      are excluded).
                  (3) Tuition, including room and board, for the next 12 months
                      of post-secondary education.
                  (4) The prevention of the eviction from a principal residence
                      or foreclosure on the mortgage of a principal residence.

                  Only one in-service withdrawal may be made in any Plan Year.

                  UPON TERMINATION OF EMPLOYMENT
                  You may leave your account with the Plan and defer
                  commencement of receipt of your vested balance until April 1
                  of the calendar year following the calendar year in which you
                  attain age 70 1/2. However, if your account under the Plan,
                  when aggregated, is less than $500.00 then your account will
                  be distributed to you as soon as practicable following your
                  date of termination. You may make withdrawals from your
                  account(s) at any time after you terminate employment. You may
                  continue to change the investment instructions with respect to
                  your remaining account balance and make withdrawals as
                  provided above. (See "Investment of Contributions" section of
                  this booklet).

                  Payments shall be made in the form of a lump sum or a partial
                  lump sum.





WHILE EMPLOYED
You may make a
total or partial
withdrawal of the
vested portion of
your account by

<PAGE>

         M A K I N G   W I T H D R A W A L S   F R O M   Y O U R   A C C O U N T
--------------------------------------------------------------------------------
                                                                     (continued)


                  UPON DISABILITY
                  If you are disabled in accordance with the definition of
                  disability under the Plan, you will be entitled to the same
                  withdrawal rights as if you had terminated your employment

                  You are disabled under the Plan if you are eligible to receive
                  (i) disability insurance benefits under Title II of the
                  Federal Social Security Act or (ii) disability benefits under
                  any other Internal Revenue Service qualified employee benefits
                  plan or long-term disability plan of your employer.

                  UPON DEATH
                  If you die when you are a participant of the Plan, the value
                  of your entire account will be payable to your beneficiary.
                  This payment will be made in the form of a lump sum.

                  If you are married, your spouse will be your beneficiary
                  unless your spouse consents in writing to the designation of a
                  different beneficiary.















                           B O R R O W I N G   F R O M   Y O U R   A C C O U N T
--------------------------------------------------------------------------------


LOANS             You may borrow from the vested portion of your account. You
                  may borrow any amount between $1,000 and $50,000 (reduced by
                  your highest outstanding loan balance(s) from the Plan during
                  the preceding 12 months). In no event may you borrow more than
                  50% of the vested balance of your account.

                  The amount of your loan will be deducted on the valuation date
                  (see "Valuation of Accounts" section of this booklet)
                  coinciding with the date that Pentegra Services, Inc.

<PAGE>

                  receives and processes your properly executed Loan
                  Application, Promissory Note and Disclosure Statement and
                  Truth-in-Lending Statement. On request, the Plan Administrator
                  will provide you with the application form. The loan will not
                  affect your right to continue making contributions or to
                  receive the corresponding employer contributions.

                  The rate of interest for the term of the loan will be
                  established as of the loan date, and shall be a reasonable
                  rate of interest generally comparable to the rates of interest
                  then in effect at a major banking institution (e.g., the
                  Barron's Prime Rate (base rate) plus1%).

                  Repayments are made through payroll deductions and will be
                  transmitted along with the Employer's contribution reports.
                  The repayment period is between 1 and 15 years for loans used
                  exclusively for the purchase of a primary residence or 1 and 5
                  years for all other loans, at your option. After 3 monthly
                  payments have been made, you may repay the outstanding balance
                  of the loan (subject to the terms of your loan documents). If
                  a loan includes any employee pre-tax amounts, you will not be
                  permitted to default on the loan repayment while employed.
                  Your employer is required to withhold the loan repayments from
                  your salary.

                  As you repay the loan, the principal portion, together with
                  the interest, will be credited to your account. In this way,
                  you will be paying interest to yourself. A $50.00 origination
                  fee and a $40.00 annual administrative fee will be subtracted
                  from your account. The origination fee, plus the first year's
                  administrative fee will be deducted proportionately from your
                  account at the time of origination. Subsequent annual
                  administrative fees will be deducted from your account each
                  year on or about the anniversary date of the loan origination.

                  In the event that you leave employment or die before repaying
                  the loan, the outstanding balance will be due and, if not paid
                  by the end of the calendar quarter following the calendar
                  quarter in which you terminate employment or die, will be
                  deemed a distribution and subject to the applicable tax
                  treatment. However, you may elect upon termination of
                  employment to continue to repay the loan on a monthly basis
                  directly to Pentegra Services, Inc.






                                                 P L A N   L I M I T A T I O N S
--------------------------------------------------------------------------------


PLAN              Internal Revenue Service ("IRS") requirements impose certain
LIMITATIONS       limitations on the amount of contributions that may be made to
                  this and other qualified plans. In general, the annual
                  "contributions" made to a defined contribution plan such as
                  this Plan, in respect of any member, may not exceed the lesser
                  of 100% of the member's total compensation or $40,000. (This
                  amount may be subject to periodic adjustment by the IRS at
                  some time in the future). For this purpose, "contributions"
                  include employer contributions, member 401(k) contributions
                  and member after-tax contributions. The annual member
                  contributions allocated to a member's 401(k) account may not
                  exceed the lesser of 100% of the member's total compensation
                  or $11,000 (indexed for cost-of-living adjustments, if any).
                  Further, if your employer has another tax-qualified plan in
                  effect, these limits are subject to additional restrictions.

                  Each member and beneficiary assumes the risk in connection
                  with any decrease in the market value of his account. The
                  benefit to which you may be entitled upon your withdrawal of
                  account cannot be determined in advance.

                  As a defined contribution plan, the Plan is not covered by the
                  plan termination insurance provisions of Title IV of the
                  Employee Retirement Income Security Act of 1974 ("ERISA").

<PAGE>

                  Therefore, your benefits are not insured by the Pension
                  Benefit Guaranty Corporation in the event of a plan
                  termination.

                  Except as may otherwise be required by applicable law or
                  pursuant to the terms of a Qualified Domestic Relations Order,
                  amounts payable by the Plan generally may not be assigned, and
                  if any person entitled to a payment attempts to assign it, his
                  interest in the amount payable may be terminated and held for
                  the benefit of that person or his dependents.

                  If Pentegra Services, Inc. cannot locate any person entitled
                  to a payment from the Plan and if 5 years have elapsed from
                  the due date of such payment, the Plan Administrator may
                  cancel all payments due him to the extent permitted by law.

                  Membership in the Plan does not give you the right to
                  continued employment with your employer or affect your
                  employer's right to terminate your employment.

                  The Plan's qualified status is subject to IRS approval and any
                  requirements the IRS may impose.

                  The employer may terminate the Plan at any time. If the Plan
                  is terminated, there will be no further contributions to the
                  Plan for your account.






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


TOP HEAVY         A "top heavy" plan is a plan under which more than 60% of the
INFORMATION       accrued benefits (account values) are for key employees. Key
                  employees generally include officers and shareholders earning
                  more than $130,000per year (indexed for cost-of-living
                  adjustments), 5% owners of the Employer, and 1% owners of the
                  Employer earning more than $150,000 per year. If your
                  employer's plan is top heavy for a particular plan year, you
                  may be entitled to a minimum employer contribution equal to
                  the lesser of 3% of your Plan Salary or the greatest
                  percentage contributed by the employer for any key employee.
                  This minimum contribution would be offset by the regular
                  contribution made by your employer (See "Plan Contributions"
                  section of this booklet).

                  In order to receive the minimum contribution for any plan
                  year, you must be employed on the last day of the plan year.
                  If your employer also provides a defined benefit or another
                  defined contribution plan, your minimum benefit may be
                  provided under such plan.

                  If you disagree with respect to any benefit to which you feel
DISPUTED          you are entitled, you should make a written claim to the Plan
CLAIMS            Administrator of the Plan. If your claim is denied, you will
PROCEDURE         receive written notice explaining the reason for the denial
                  within 90 days after the claim is filed.

                  The Plan Administrator's decision shall be final unless you
                  appeal such decision in writing to the Plan Administrator of
                  the Plan, within 60 days after receiving the notice of denial.
                  The written appeal should contain all information you wish to
                  be considered. The Plan Administrator will review the claim
                  within 60 days after the appeal is made. Its decision shall be
                  in writing, shall include the reason for such decision and
                  shall be final.

                  A QDRO is a judgment, decree or order which has been
QUALIFIED         determined by the Plan Administrator, in accordance with the
DOMESTIC          procedures established under the provisions of the Plan, to
                  constitute a QDRO under the Internal Revenue Code.

<PAGE>

RELATIONS ORDER   To obtain copies of the Plan's QDRO Procedures, free of
("QDROS")         charge, please contact the Plan Administrator. (Please refer
                  to the "Plan Information" section of this booklet to obtain
                  the Plan Administrator's address and phone number).

<PAGE>

                                                     M E M B E R S   R I G H T S
--------------------------------------------------------------------------------


STATEMENT OF      As a member of the Plan, you are entitled to certain rights
MEMBER'S          and protection under ERISA which provides that all members
RIGHTS            shall be entitled to:

                  o     Examine, without charge, at the Plan Administrator's
                        office or at other specified locations, all plan
                        documents, and copies of all documents filed by the Plan
                        Administrator with the U. S. Department of Labor such as
                        detailed annual reports and plan descriptions.

                  o     Obtain copies of all plan documents and other plan
                        information upon written request to the Plan
                        Administrator. The Administrator may make a reasonable
                        charge for the copies.

                  o     Receive a summary of the Plan's annual financial report.
                        The Plan Administrator is required by law to furnish
                        each member with a copy of such summary.

                  In addition to creating rights for Plan members, ERISA imposes
                  duties upon the people who are responsible for the operation
                  of the Plan. The people who operate your Plan, called
                  "fiduciaries", have a duty to do so prudently and in the
                  interest of you and other plan members and beneficiaries. No
                  one may fire you or otherwise discriminate against you in any
                  way to prevent you from obtaining a benefit or exercising your
                  rights under ERISA. If your claim for a benefit is denied in
                  whole or in part, you will receive a written explanation of
                  the reason for the denial. As already explained, you also have
                  the right to have your claim reconsidered.

                  Under ERISA, there are steps you can take to enforce the above
                  rights. For instance, if you request materials from the Plan
                  Administrator and do not receive them within 30 days, you may
                  file suit in a federal court. In such a case, the court may
                  require the Plan Administrator to provide the materials and
                  pay you up to $100 a day until you receive them, unless such
                  materials were not sent for reasons beyond the Administrator's
                  control. If you have a claim for benefits which is denied or
                  ignored, in whole or in part, you may file suit in a state or
                  federal court.

                  If it should happen that Plan fiduciaries misuse the Plan's
                  money, or if you are discriminated against for asserting your
                  rights, you may seek assistance from the U.S. Department of
                  Labor or you may file suit in a federal court. The court will
                  decide who should pay court costs and legal fees. If you are
                  successful, the court may order the person you have sued to
                  pay these costs and fees. If you lose, the court may order you
                  to pay such costs and fees (for example, if it finds your
                  claim is frivolous).

                  If you have any questions about your Plan, you should contact
                  the Plan Administrator. If you have any questions about this
                  statement or your rights under ERISA, you should contact the
                  nearest Area Office of the U.S. Labor-Management Services
                  Administration, Department of Labor.

                  This Statement of ERISA Rights is required by federal law and
                  regulation.


                                                 P L A N   I N F O R M A T I O N
--------------------------------------------------------------------------------


                  PLAN NAME:

                              Allied First Bank Employees' Savings &
                              Profit Sharing Plan and Trust


                  PLAN ADMINISTRATOR:

<PAGE>

                              Allied First Bank
                              387 Shuman Boulevard, Suite 120 W
                              Naperville, IL 60563

                              Phone No:  (630) 778-7700

                              Employer Identification Number:  36-3899872

                              Plan Number:  002

                              Plan Year End:  December 31

                  TRUSTEE:

                              The Bank of New York
                              1 Wall Street
                              New York, NY 10286

                              Phone:  (212) 635-8115

                  AGENT FOR SERVICE OF LEGAL PROCESS:

                              Allied First Bank

                  ADMINISTRATIVE SERVICES:

                              Record-keeping services are provided by:

                              Pentegra Services, Inc.
                              108 Corporate Park Drive
                              White Plains, New York  10604

                              Phone No.: (914) 694-1300  FAX No.: (914) 694-6429
                                         (800) 872-3473