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                                                                   EXHIBIT 10(d)

                                NONSTANDARDIZED
                               ADOPTION AGREEMENT
              PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN #002
                          AND TRUST/CUSTODIAL ACCOUNT
                                  SPONSORED BY
                                 COMERICA BANK



         The Employer named below hereby establishes a Cash or Deferred
         Profit-Sharing Plan for eligible Employees as provided in this
         Adoption Agreement and the accompanying Basic Prototype Plan and
         Trust/Custodial Account Basic Plan Document #05.  The Sponsor
         recommends that the Employer contact an attorney or tax advisor
         regarding tax ramifications before executing this Adoption Agreement.

1.       EMPLOYER INFORMATION
         NOTE:  If multiple Employers are adopting the Plan, complete this
         section based on the lead Employer.  Additional Employers may adopt
         this Plan by attaching executed signature pages to the back of the
         Employer's Adoption Agreement.

         (a)     NAME AND ADDRESS:         PICOM Insurance Company
                                           4295 Okemos Road, Box 2510
                                           Okemos, MI 48805-9510

         (b)     TELEPHONE NUMBER:         (517) 349-6500

         (c)     EMPLOYER TAX ID NUMBER:           38-2317569
                 TRUST TAX ID NUMBER:              38-2801911

         (d)     FORM OF BUSINESS:
                 [ ]   (i)        Sole Proprietor
                 [ ]  (ii)        Partnership
                 [X] (iii)        Corporation
                 [ ]  (iv)        "S" Corporation (formerly known as Subchapter
                                  S) 
                 [ ]   (v)        Other:  _____________________________________

         (e)     NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO
                 THE TRUSTEE/CUSTODIAN:  Victor T. Adamo and Ann E. Flood,
                 R.N., J.D.

         (f)     NAME OF PLAN:  PICOM Insurance Company Employees' Savings and
                 Retirement Plan

         (g)     THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT:  003

2.       EFFECTIVE DATE
         (a)     This is a new Plan having an effective date of _____________

         (b)     This is an amended Plan.

                 The effective date of the original Plan was January 1, 1987.





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                 The effective date of the amended Plan is July 1, 1996 with
                 the exception of Sections 7(f), 7(g) and 12 herein which shall
                 be effective as of the first day of the 1989 Plan Year.

         (c)     If different from above, the Effective Date for the Plan's
                 Elective Deferral provisions shall be _______________________.

         (d)     The effective date of Trustee or Custodian appointment:  July
                 1, 1996.

                 To the extent the effective date of the appointment of the
                 Trustee or the Custodian is later than the effective date of
                 the amended Plan, the Trustee or the Custodian will have no
                 liability for the acts or the omissions of the prior Trustee
                 or prior Custodian.  The Employer shall hold the Trustee or
                 the Custodian harmless with respect to prior acts or omissions
                 of the prior Trustee or prior Custodian.

3.       DEFINITIONS
         (a)     "Compensation"
                 Compensation shall be determined on the basis of the following
                 definition of Compensation:
                 [ ]   (i)        Code Section 6041 and 6051 Compensation,
                 [X]  (ii)        Code Section 3401(a) Compensation, or
                 [ ] (iii)        Code Section 415 Compensation.

                 Compensation shall be determined on the basis of the:
                 [X]   (i)        Plan Year.
                 [ ]  (ii)        Employer's Taxable Year.
                 [ ] (iii)        Calendar Year.

                 Compensation [X] shall [ ] shall not include Employer
                 contributions made pursuant to a Salary Savings Agreement
                 which are not includable in the gross income of the Employee
                 for the reasons indicated in the definition of Compensation at
                 1.12 of the Basic Plan Document #05.

                 If the Employer chooses an non-integrated allocation formula,
                 Compensation will exclude:
                 [ ]      overtime
                 [ ]      bonuses
                 [ ]      commissions
                 [ ]      other: ______________________________________________
                          _____________________________________________________

                 NOTE:  Any exclusion of Compensation must satisfy the
                 requirements of Section 1.401(a)(4) of the Income Tax
                 Regulations and Code Section 414(s) and the regulations
                 thereunder.

                 For purposes of the Plan, Compensation shall be limited to
                 $______, the maximum amount which will be considered for Plan
                 purposes.  [If an amount is specified, it will limit the
                 amount of contributions allowed on behalf of higher
                 compensated Employees.  Completion of this section is not
                 intended to





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                 coordinate with the $200,000 of Code Section 415(d), thus the
                 amount should be less than $200,000 as adjusted for cost-of-
                 living increases.]

         (b)     "Entry Date"
                 [ ]       (i)    The first day of the Plan Year nearest the
                                  date on which an Employee meets the
                                  eligibility requirements. 
                 [X]      (ii)    The earlier of the first day of the Plan Year
                                  or the first day of the seventh month of the
                                  Plan Year coinciding with or following the
                                  date on which an Employee meets the
                                  eligibility requirements.
                 [ ]     (iii)    The first day of the Plan Year following the
                                  date on which the Employee meets the
                                  eligibility requirements.  If this election
                                  is made, the Service requirements at 4(a)(ii)
                                  may not exceed 1/2 year and the age
                                  requirement at 4(b)(ii) may not exceed
                                  20-1/2.
                 [ ]      (iv)    The first day of the month coinciding with or
                                  following the date on which an Employee meets
                                  the eligibility requirements.
                 [ ]       (v)    The first day of the Plan Year, or the first
                                  day of the fourth month, or the first day of
                                  the seventh month or the first day of the
                                  tenth month, of the Plan Year coinciding with
                                  or following the date on which an Employee
                                  meets the eligibility requirements.

         (c)     "Hours of Service" shall be determined on the basis of the
                 method selected below.  Only one method may be selected.  The
                 method selected shall be applied to all Employees covered
                 under the Plan as follows:

                 [X]       (i)    On the basis of actual hours for which an
                                  Employee is paid or entitled to payment.

                 [ ]      (ii)    On the basis of days worked.

                                  An Employee shall be credited with ten (10)
                                  Hours of Service if under paragraph 1.42 of
                                  the Basic Plan Document #05 such Employee
                                  would be credited with at least one (1) Hour
                                  of Service during the day.

                 [ ]     (iii)    On the basis of weeks worked.

                                  An Employee shall be credited with forty-five
                                  (45) Hours of Service if under paragraph 1.42
                                  of the Basic Plan Document #05 such Employee
                                  would be credited with at least one (1) Hour
                                  of Service during the week.

                 [ ]      (iv)    On the basis of semi-monthly payroll periods.

                                  An Employee shall be credited with
                                  ninety-five (95) Hours of Service if under
                                  paragraph 1.42 of the Basic Plan Document #05
                                  such Employee would be credited with at least
                                  one (1) Hour of Service during the semi-
                                  monthly payroll period.





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                 [ ]       (v)    On the basis of months worked.

                                  An Employee shall be credited with
                                  one-hundred-ninety (190) Hours of Service if
                                  under paragraph 1.42 of the Basic Plan
                                  Document #05 such Employee would be credited
                                  with at least one (1) Hour of Service during
                                  the month.

         (d)     "Limitation Year"   The 12-consecutive month period commencing
                 on January 1 and ending on December 31.

         (e)     "Net Profit"
                 [X]       (i)    Not applicable (profits will not be required
                                  for any contributions to the Plan).
                 [ ]      (ii)    As defined in paragraph 1.49 of the Basic
                                  Plan Document #05.
                 [ ]     (iii)    Shall be defined as: ________________________
                                  _____________________________________________
                                  (Only use if definition in paragraph 1.49 of
                                   the Basic Plan Document #05 is to be
                                   superseded.) 

         (f)     "Plan Year"   The 12-consecutive month period commencing on
                 January 1 and ending on December 31.  If applicable, the first
                 Plan Year will be a short Plan Year commencing on
                 _____________________ and ending on ___________.  Thereafter,
                 the Plan Year shall be as above.

         (g)     "Qualified Early Retirement Age"   For purposes of making
                 distributions under the provisions of a Qualified Domestic
                 Relations Order, the Plan's Qualified Early Retirement Age
                 with regard to the Participant against whom the order is
                 entered [X] shall [ ] shall not be the date the order is
                 determined to be qualified.  If "shall" is elected, this will
                 only allow payout to the alternate payee(s).

         (h)     "Qualified Joint and Survivor Annuity"   The safe-harbor
                 provisions of paragraph 8.7 of the Basic Plan Document #05 [X]
                 are [ ] are not applicable.  If not applicable, the survivor
                 annuity shall be ____% (50%, 66-2/3%, 75% or 100%) of the
                 annuity payable during the lives of the Participant and
                 Spouse.  If no answer is specified, 50% will be used.

         (i)     "Taxable Wage Base"
                 [X]       (i)    Not Applicable - Plan is not integrated with
                                  Social Security.
                 [ ]      (ii)    The maximum earnings considered wages for
                                  such Plan Year under Code Section 3121(a).
                 [ ]     (iii)    ______% (not more than 100%) of the amount
                                  considered wages for such Plan Year under
                                  Code Section 3121(a). 
                 [ ]      (iv)    $___________, provided that such amount is
                                  not in excess of the amount determined under
                                  paragraph 3(i)(ii) above.





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                 [ ]       (v)    For the 1989 Plan Year $10,000.  For all
                                  subsequent Plan Years, 20% of the maximum
                                  earnings considered wages for such Plan Year
                                  under Code Section 3121(a).

                 NOTE:  Using less than the maximum at (ii) may result in a
                 change in the allocation formula in Section 7.

         (j)     "Valuation Date(s)"   Allocations to Participant Accounts will
                 be done in accordance with Article V of the Basic Plan
                 Document #05:
                 [X]       (i)    Daily
                 [ ]      (ii)    Monthly
                 [ ]     (iii)    Quarterly
                 [ ]      (iv)    Semi-Annually
                 [ ]       (v)    Annually

         (k)     "Year of Service"
                 (i)      For Eligibility Purposes:  The 12-consecutive month
                          period during which an Employee is credited with
                          1,000 (not more than 1,000) Hours of Service.
                (ii)      For Allocation Accrual Purposes:  The 12-consecutive
                          month period during which an Employee is credited
                          with 1,000 (not more than 1,000) Hours of Service.
               (iii)      For Vesting Purposes:  The 12-consecutive month
                          period during which an Employee is credited with
                          1,000 (not more than 1,000) Hours of Service.

4.       ELIGIBILITY REQUIREMENTS
         (a)     Service:
                 [ ]       (i)    The Plan shall have no service requirement.
                 [X]      (ii)    The Plan shall cover only Employees having
                                  completed at least six months [not more than
                                  three (3)] of Service.  If more than one (1)
                                  is specified, for Plan Years beginning in
                                  1989 and later, the answer will be deemed to
                                  be one (1).

                 NOTE:  If the eligibility period selected is less than one
                 year, an Employee will not be required to complete any
                 specified number of Hours of Service to receive credit for
                 such period.

         (b)     Age:
                 [ ]       (i)    The Plan shall have no minimum age
                                  requirement.
                 [X]      (ii)    The Plan shall cover only Employees having
                                  attained age 21 (not more than age 21).

         (c)     Classification:
                 The Plan shall cover all Employees who have met the age and
                 service requirements with the following exceptions:
                 [ ]       (i)    No exceptions.
                 [X]      (ii)    The Plan shall exclude Employees included in
                                  a unit of Employees covered by a collective
                                  bargaining agreement between the Employer and
                                  Employee Representatives, if retirement
                                  benefits were the subject of good faith
                                  bargaining.  For this purpose, the term
                                  "Employee Representative" does not include
                                  any organization more





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                                  than half of whose members are Employees who
                                  are owners, officers, or executives of the
                                  Employer. 
                 [ ]     (iii)    The Plan shall exclude Employees who are
                                  nonresident aliens and who receive no earned
                                  income from the Employer which constitutes
                                  income from sources within the United States.
                 [ ]      (iv)    The Plan shall exclude from participation any
                                  nondiscriminatory classification of Employees
                                  determined as follows:
                                  _____________________________________________
                                  _____________________________________________
                                  _____________________________________________

         (d)     Employees on Effective Date:
                 [ ]       (i)    Employees employed on the Plan's Effective
                                  Date do not have to satisfy the Service
                                  requirements specified above.
                 [ ]      (ii)    Employees employed on the Plan's Effective
                                  Date do not have to satisfy the age
                                  requirements specified above. 

5.       RETIREMENT AGES
         (a)     Normal Retirement Age:
                 If the Employer imposes a requirement that Employees retire
                 upon reaching a specified age, the Normal Retirement Age
                 selected below may not exceed the Employer imposed mandatory
                 retirement age.
                 [X]       (i)    Normal Retirement Age shall be 65 (not to
                                  exceed age 65).
                 [ ]      (ii)    Normal Retirement Age shall be the later of
                                  attaining age ______ (not to exceed age 65)
                                  or the ______ (not to exceed the 5th)
                                  anniversary of the first day of the first
                                  Plan Year in which the Participant commenced
                                  participation in the Plan.

         (b)     Early Retirement Age:
                 [ ]       (i)    Not Applicable.
                 [X]      (ii)    The Plan shall have an Early Retirement Age
                                  of 55 (not less than 55) and completion of 7
                                  Years of Service. 

6.       EMPLOYEE CONTRIBUTIONS
         [X]     (a)      Participants shall be permitted to make Elective
                          Deferrals in any amount from 1% up to 8% of their
                          Compensation. 

                          If (a) is applicable, Participants shall be permitted
                          to amend their Salary Savings Agreements to change
                          the contribution percentage as provided below:
                          [ ]      (i)     On the Anniversary Date of the Plan.
                          [X]     (ii)     On the Anniversary Date of the Plan
                                           and on the first day of the seventh
                                           month of the Plan Year. 
                          [ ]    (iii)     On the Anniversary Date of the Plan
                                           and on the first day following any
                                           Valuation Date, or 
                          [ ]     (iv)     Upon 30 days notice to the Employer.
         [ ]     (b)      Participants shall be permitted to make after tax
                          Voluntary Contributions.





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         [ ]     (c)      If necessary to pass the Average Deferral Percentage
                          Test, Participants [ ] may [ ] may not have Elective
                          Deferrals recharacterized as Voluntary Contributions.

                 NOTE:  The Average Deferral Percentage Test will apply to
                 contributions under (a) above.  The Average Contribution
                 Percentage Test will apply to contributions under (b) above,
                 and may apply to (a).

7.       EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
         NOTE:  The Employer shall make contributions to the Plan in accordance
         with the formula or formulas selected below.  The Employer's
         contribution shall be subject to the limitations contained in Articles
         III and X.  For this purpose, a contribution for a Plan Year shall be
         limited for the Limitation Year which ends with or within such Plan
         Year.  Also, the integrated allocation formulas below are for Plan
         Years beginning in 1989 and later.  The Employer's allocation for
         earlier years shall be as specified in its Plan prior to amendment for
         the Tax Reform Act of 1986.

         (a)     Profits Requirement:

                 (i)      Current or Accumulated Net Profits are required for:
                          [ ]     (A)      Matching Contributions.
                          [ ]     (B)      Qualified Non-Elective Contributions.
                          [ ]     (C)      Discretionary Contributions.
                (ii)      No Net Profits are required for:
                          [X]     (A)      Matching Contributions.
                          [X]     (B)      Qualified Non-Elective Contributions.
                          [X]     (C)      Discretionary Contributions.
                 NOTE:  Elective Deferrals can always be contributed regardless
                 of profits.

[ ]      (b)     Salary Savings Agreement:
                 The Employer shall contribute and allocate to each
                 Participant's account an amount equal to the amount withheld
                 from the Compensation of such Participant pursuant to his or
                 her Salary Savings Agreement.  If applicable, the maximum
                 percentage is specified in Section 6 above.

                 An Employee who has terminated his or her election under the
                 Salary Savings Agreement other than for hardship reasons may
                 not make another Elective Deferral:
                 [ ]       (i)    until the first day of the next Plan Year.
                 [ ]      (ii)    until the first day of the next valuation
                                  period.
                 [ ]     (iii)    for a period of ______ month(s) (not to
                                  exceed 12 months).

[X]      (c)     Matching Employer Contribution [See paragraphs (h) and (i)]:
         [ ]      (i)     Percentage Match:  The Employer shall contribute and
                          allocate to each eligible Participant's account an
                          amount equal to ____% of the amount contributed and
                          allocated in accordance with paragraph 7(b) above and
                          (if checked) ____% of [ ] the amount of Voluntary
                          Contributions made in accordance with paragraph 4.1
                          of the Basic Plan Document





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                          #05.  The Employer shall not match Participant
                          Elective Deferrals as provided above in excess of
                          $_____ or in excess of ____% of the Participant's
                          Compensation or if applicable, Voluntary
                          Contributions in excess of $____ or in excess of
                          ____% of the Participant's Compensation.  In no event
                          will the match on both Elective Deferrals and
                          Voluntary Contributions exceed a combined amount of
                          $_____ or ____%.

         [X]     (ii)     Discretionary Match:  The Employer shall contribute
                          and allocate to each eligible Participant's account a
                          percentage of the Participant's Elective Deferrals
                          contributed and allocated in accordance with
                          paragraph 7(b) above.  The Employer shall set such
                          percentage prior to the end of the Plan Year.  The
                          Employer shall not match Participant Elective
                          Deferrals in excess of $_____ or in excess of ____%
                          of the Participant's Compensation.

         [ ]    (iii)     Tiered Match:  The Employer shall contribute and
                          allocate to each Participant's account an amount
                          equal to ____% of the first ____% of the
                          Participant's Compensation to the extent deferred,
                          ____% of the next ____% of the Participant's
                          Compensation to the extent deferred, ____% of the
                          next ____% of the Participant's Compensation to the
                          extent deferred.

         NOTE:  Percentages specified in (iii) above may not increase as the
         percentage of Participant's Elective Deferrals Increase.

         [ ]     (iv)     Flat Dollar Match:  The Employer shall contribute and
                          allocate to each Participant's account $_____ if the
                          Participant defers at least 1% of Compensation.

         [ ]      (v)     Percentage of Compensation Match:  The Employer
                          shall contribute and allocate to each Participant's
                          account ____% of Compensation if the Participant
                          defers at least 1% of Compensation.

         [ ]     (vi)     Proportionate Compensation Match:  The Employer shall
                          contribute and allocate to each Participant who
                          defers at least 1% of Compensation, an amount
                          determined by multiplying such Employer Matching
                          Contribution by a fraction the numerator of which is
                          the Participant's Compensation and the denominator of
                          which is the Compensation of all Participants
                          eligible to receive such an allocation.

         [X] (vii)        Qualified Match:  Employer Matching Contributions
                          will be treated as Qualified Matching Contributions
                          to the extent specified below:
                          [ ]     (A)      All Matching Contributions.
                          [ ]     (B)      None.
                          [ ]     (C)      ____% of the Employer's Matching
                                           Contribution.
                          [ ]     (D)      Up to ____% of each Participant's
                                           Compensation.





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                          [X]     (E)      The amount necessary to meet the [ ]
                                           Average Deferral Percentage (ADP)
                                           Test, [ ] Average Contribution
                                           Percentage (ACP) Test, [X] Both the
                                           ADP and ACP Tests.

            (viii)        Eligibility for Match:  Employer Matching
                          Contributions, whether or not Qualified, will only be
                          made on Employee Contributions not withdrawn prior to
                          the end of the [ ] valuation period [ ] Plan Year.

[X]      (d)     Qualified Non-Elective Employer Contribution - [See paragraphs
                 (h) and (i)] These contributions are fully vested when
                 contributed.

                 The Employer shall have the right to make an additional
                 discretionary contribution which shall be allocated to each
                 eligible Employee in proportion to his or her Compensation as
                 a percentage of the Compensation of all eligible Employees.
                 This part of the Employer's contribution and the allocation
                 thereof shall be unrelated to any Employee contributions made
                 hereunder.  The amount of Qualified non-Elective Contributions
                 taken into account for purposes of meeting the ADP or ACP test
                 requirements is:
                 [ ]       (i)    All such Qualified non-Elective Contributions.
                 [X]      (ii)    The amount necessary to meet [ ] the ADP
                                  test, [ ] the ACP test, [X] Both the ADP and
                                  ACP tests. 

                 Qualified non-Elective Contributions will be made to:
                 [ ]     (iii)    All Employees eligible to participate.
                 [X]      (iv)    Only non-Highly Compensated Employees
                                  eligible to participate.

[X]      (e)     Additional Employer Contribution Other Than Qualified
                 Non-Elective Contributions - Non-Integrated [See paragraphs
                 (h) and (i)] The Employer shall have the right to make an
                 additional discretionary contribution which shall be allocated
                 to each eligible Employee in proportion to his or her
                 Compensation as a percentage of the Compensation of all
                 eligible Employees.  This part of the Employer's contribution
                 and the allocation thereof shall be unrelated to any Employee
                 contributions made hereunder.

[ ]      (f)     Additional Employer Contribution - Integrated Allocation
                 Formula [ See paragraphs (h) and (i)] The Employer shall have
                 the right to make an additional discretionary contribution.
                 The Employer's contribution for the Plan Year plus any
                 forfeitures shall be allocated to the accounts of eligible
                 Participants as follows:
                 (i)      First, to the extent contributions and forfeitures
                          are sufficient, all Participants will receive an
                          allocation equal to 3% of their Compensation.
                (ii)      Next, any remaining Employer Contributions and
                          forfeitures will be allocated to Participants who
                          have Compensation in excess of the Taxable Wage Base
                          (excess Compensation).  Each such Participant will
                          receive an allocation in the





<PAGE>   10

                          ratio that his or her excess compensation bears to
                          the excess Compensation of all Participants.
                          Participants may only receive an allocation of 3% of
                          excess Compensation.
            (iii)         Next, any remaining Employer contributions and
                          forfeitures will be allocated to all Participants in
                          the ratio that their Compensation plus excess
                          Compensation bears to the total Compensation plus
                          excess Compensation of all Participants.
                          Participants may only receive an allocation of up to
                          2.7% of their Compensation plus excess Compensation,
                          under this allocation method.  If the Taxable Wage
                          Base defined at Section 3(j) is less than or equal to
                          the greater of $10,000 or 20% of the maximum, the
                          2.7% need not be reduced.  If the amount specified is
                          greater than the greater of $10,000 or 20% of the
                          maximum Taxable Wage Base, but not more than 80%,
                          2.7% must be reduced to 1.3%.  If the amount
                          specified is greater than 80% but less than 100% of
                          the maximum Taxable Wage Base, the 2.7% must be
                          reduced to 2.4%.

         NOTE:  If the Plan is not Top-Heavy or if the Top-Heavy minimum
         contribution or benefit is provided under another Plan [see Section
         11(c)(ii)] covering the same Employees, subparagraphs (i) and (ii)
         above may be disregarded and 5.7%, 4.3% or 5.4% may be substituted for
         2.7%, 1.3% or 2.4% where it appears in (iii) above.

                 (iv)     Next, any remaining Employer contributions and
                          forfeitures will be allocated to all Participants
                          (whether or not they received an allocation under the
                          preceding paragraphs) in the ratio that each
                          Participant's Compensation bears to all Participants'
                          Compensation.

[ ]      (g)     Additional Employer Contribution-Alternative Integrated
                 Allocation Formula [See paragraph (h) and (i)] The Employer
                 shall have the right to make an additional discretionary
                 contribution.  To the extent that such contributions are
                 sufficient, they shall be allocated as follows:

                 ____% of each eligible Participant's Compensation plus ____%
                 of Compensation in excess of the Taxable Wage Base defined at
                 Section 3(i) hereof.  The percentage on excess compensation
                 may not exceed the lesser of (i) the amount first specified in
                 this paragraph or (ii) the greater of 5.7% or the percentage
                 rate of tax under Code Section 3111(a) as in effect on the
                 first day of the Plan Year attributable to the Old Age (OA)
                 portion of the OASDD provisions of the Social Security Act.
                 If the Employer specifies a Taxable Wage Base in Section 3(i)
                 which is lower than the Taxable Wage Base for Social Security
                 purposes (SSTWB) in effect as of the first day of the Plan
                 Year, the percentage contributed with respect to excess
                 Compensation must be adjusted.  If the Plan's Taxable Wage
                 Base is greater than the larger of $10,000 or 20% of the SSTWB
                 but not more than 80% of the SSTWB, the excess percentage is
                 4.3%.  If the Plan's Taxable Wage Base is greater than 80% of
                 the SSTWB but less than 100% of the SSTWB, the excess
                 percentage is 5.4%.





<PAGE>   11


         NOTE:  Only one plan maintained by the Employer may be integrated with
         Social Security.

         (h)     Allocation of Excess Amounts (Annual Additions)
                 In the event that the allocation formula above results in an
                 Excess Amount, such excess shall be:
                 [X]       (i)    placed in a suspense account accruing no
                                  gains or losses for the benefit of the
                                  Participant. 
                 [ ]      (ii)    reallocated as additional Employer
                                  contributions to all other Participants to
                                  the extent that they do not have any Excess
                                  Amount.

         (i)     Minimum Employer Contribution Under Top-Heavy Plans:
                 For any Plan Year during which the Plan is Top-Heavy, the sum
                 of the contributions and forfeitures as allocated to eligible
                 Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of
                 this Adoption Agreement shall not be less than the amount
                 required under paragraph 14.2 of the Basic Plan document #05.
                 Top-Heavy minimums will be allocated to:
                 [ ]       (i)    all eligible Participants.
                 [X]      (ii)    only eligible non-Key Employees who are
                                  Participants.

         (j)     Return of Excess Contributions and/or Excess Aggregate
                 Contributions:
                 In the event that one or more Highly Compensated Employees is
                 subject to both the ADP and ACP tests and the sum of such
                 tests exceeds the Aggregate Limit, the limit will be satisfied
                 by reducing:
                 [ ]       (i)    the ADP of the affected Highly Compensated
                                  Employees.
                 [ ]      (ii)    the ACP of the affected Highly Compensated
                                  Employees.
                 [X]     (iii)    either the ADP and/or the ACP of the affected
                                  Highly Compensated Employees.

8.       ALLOCATIONS TO TERMINATED EMPLOYEES
         [ ]     (a)      The Employer will not allocate Employer related
                          contributions to Employees who terminate during a
                          Plan Year, unless required to satisfy the
                          requirements of Code Section 401(a)(26) and 410(b).
                          (These requirements are effective for 1989 and
                          subsequent Plan Years.)
         [X]     (b)      The Employer will allocate Employer matching and
                          other related contributions as indicated below to
                          Employees who terminate during the Plan Year as a
                          result of:
                          Matching    Other
                          --------    -----
                          [X]         [X]      (i)  Retirement.
                          [X]         [X]     (ii)  Disability.
                          [X]         [X]    (iii)  Death.
                          [X]         [X]     (iv)  Other termination of
                                                    employment provided that
                                                    the Participant has
                                                    completed a Year   
                                                    of Service as defined for
                                                    Allocation Accrual
                                                    Purposes.  
                          [X]         [ ]      (v)  Other termination of
                                                    employment even though the
                                                    Participant has not
                                                    completed a Year of Service.

9.       ALLOCATION OF FORFEITURES





<PAGE>   12

         NOTE:  Subsections (a), (b) and (c) below apply to forfeitures of
         amounts other than Excess Aggregate Contributions.
         (a)     Allocation Alternatives:
                 [X]       (i)    Forfeitures shall be allocated to
                                  Participants in the same manner as the
                                  Employer's contribution. 


                                  If allocation to other Participants is
                                  selected, the allocation shall be as follows:

                                  [1]   Amount attributable to Employer
                                        discretionary contributions and
                                        Top-Heavy minimums will be allocated to:
                                        [ ]     all eligible Participants under
                                                the Plan.
                                        [X]     only those Participants
                                                eligible for an allocation of
                                                Employer contributions in the
                                                current year.
                                        [ ]     only those Participants
                                                eligible for an allocation of
                                                matching contributions in the
                                                current year.
                                  [2]   Amounts attributable to Employer
                                        Matching contributions will be
                                        allocated to: 
                                        [ ]     all eligible Participants.
                                        [ ]     only those Participants
                                                eligible for allocations of
                                                matching contributions in the
                                                current year.
                 [ ]      (ii)    Forfeitures shall be applied to reduce the
                                  Employer's contribution for such Plan Year.
                 [ ]      (iii)   Forfeitures shall be applied to offset
                                  administrative expenses of the Plan.  If
                                  forfeitures excess these expenses, (ii) above
                                  shall apply.

         (b)     Date for Reallocation:
                 NOTE:  If no distribution has been made to a former
                 Participant, sub-section (i) below will apply to such
                 Participant even if the Employer elects (ii) or (iii) below as
                 its normal administrative policy.

                 [ ]       (i)    Forfeitures shall be reallocated at the end
                                  of the Plan Year during which the former
                                  Participant incurs his or her fifth
                                  consecutive one year Break in Service.
                 [ ]      (ii)    Forfeitures will be reallocated immediately
                                  (as of the next Valuation Date).
                 [ ]      (iii)   Forfeitures shall be reallocated at the end
                                  of the Plan Year during which the former
                                  Employee incurs his or her ___________ (1st,
                                  2nd, 3rd, or 4th) consecutive one year Break
                                  in Service.
                 [X]      (iv)    Forfeitures will be reallocated immediately
                                  (as of the Plan Year end).

         (c)     Restoration of Forfeitures:
                 If amounts are forfeited prior to five consecutive 1-year
                 Breaks in Service, the Funds for restoration of account
                 balances will





<PAGE>   13

                 be obtained from the following resources in the order
                 indicated (fill in the appropriate number):
                 [X]       (i)    Current year's forfeitures. (1)
                 [X]      (ii)    Additional Employer contribution. (3)
                 [X]     (iii)    Income or gain to the Plan. (2)

         (d)     Forfeitures of Excess Aggregate Contributions shall be:
                 [ ]       (i)    Applied to reduce Employer contributions.
                 [X]      (ii)    Allocated, after all other forfeitures under
                                  the Plan, to the Matching Contribution
                                  account of each non- highly compensated
                                  Participant who made Elective Deferrals or
                                  Voluntary Contributions in the ratio which
                                  each such Participant's Compensation for the
                                  Plan Year bears to the total Compensation of
                                  all Participants for such Plan Year.  Such
                                  forfeitures cannot be allocated to the
                                  account of any Highly Compensated Employee.

                 Forfeitures of Excess Aggregate Contributions will be so
                 applied at the end of the Plan Year in which they occur.

10.      CASH OPTION
         [X]     (a)      The Employer may permit a Participant to elect to
                          defer to the Plan, an amount not to exceed 8% of any
                          Employer paid cash bonus made for such Participant
                          for any year.  A Participant must file an election to
                          defer such contribution at least fifteen (15) days
                          prior to the end of the Plan Year.  If the Employer
                          fails to make such an election, the entire Employer
                          paid cash bonus to which the Participant would be
                          entitled shall be paid as cash and not to the Plan.
                          Amounts deferred under this section shall be treated
                          for all purposes as Elective Deferrals.

                          Notwithstanding the above, the election to defer must
                          be made before the bonus is made available to the
                          Participant. 
         [ ]     (b)      Not Applicable.

11.      LIMITATIONS ON ALLOCATIONS
         [ ]     This is the only Plan the Employer maintains or ever
                 maintained, therefore, this section is not applicable.
         [X]     The Employer does maintain or has maintained another Plan
                 (including a Welfare Benefit Fund or an individual medical
                 account (as defined in Code Section 415(1)(2)), under which
                 amounts are treated as Annual Additions) and has completed the
                 proper sections below.
                 Complete (a), (b) and (c) only if the Employer maintains or
                 ever maintained another qualified plan, including a Welfare
                 Benefit Fund or an individual medical account [as defined in
                 Code Section 415(1)(2)], in which any Participant in this Plan
                 is (or was) a participant or could possibly become a
                 participant.
         (a)     If the Participant is covered under another qualified Defined
                 Contribution Plan maintained by the Employer, other than a
                 Master or Prototype Plan:





<PAGE>   14

                 [X]       (i)    The provisions of Article X of the Basic Plan
                                  Document #05 will apply, as if the other plan
                                  were a Master or Prototype Plan.
                 [ ]      (ii)    Attach provisions stating the method under
                                  which the plans will limit total Annual
                                  Additions to the Maximum Permissible Amount,
                                  and will properly reduce any Excess Amounts,
                                  in a manner that precludes Employer
                                  discretion.
         (b)     If a Participant is or ever has been a participant in a
                 Defined Benefit Plan maintained by the Employer: Attach
                 provisions which will satisfy the 1.0 limitation of Code
                 Section 415(e).  Such language must preclude Employer
                 discretion.  The Employer must also specify the interest and
                 mortality assumptions used in determining Present Value in the
                 Defined Benefit Plan.
         (c)     The minimum contribution or benefit required under Code
                 Section 416 relating to Top-Heavy Plans shall be satisfied by:
                 [ ]       (i)   this Plan.  
                 [ ]      (ii)   _____________________________________________
                                 _____________________________________________

                                 (Name of other qualified plan of the Employer.)
                 [ ] (iii)       Attach provisions stating the method under
                                 which the minimum contribution and benefit
                                 provisions of Code Section 416 will be
                                 satisfied.  If a Defined Benefit Plan is or
                                 was maintained, an attachment must be
                                 provided showing interest and mortality
                                 assumptions used in the Top-Heavy Ratio.

12.      VESTING
         Employees shall have a fully vested and nonforfeitable interest in any
         Employer contribution and the investment earnings thereon made in
         accordance with paragraphs (select one or more options) [X] 7(c), [ ]
         7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof.  Contributions under
         paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or
         more of the foregoing options are selected, such Employer
         contributions shall be subject to the vesting table selected by the
         Employer.

         Each Participant shall acquire a vested and nonforfeitable percentage
         in his or her account balance attributable to Employer contributions
         and the earnings thereon under the procedures selected below except
         with respect to any Plan Year during which the Plan is Top-Heavy, in
         which case the Two-twenty vesting schedule [Option (b)(iv)] shall
         automatically apply unless the Employer has already elected a faster
         vesting schedule.  If the Plan is switched to option (b)(iv), because
         of its Top-Heavy status, that vesting schedule will remain in effect
         even if the Plan later becomes non-Top-Heavy until the Employer
         executes an amendment of this Adoption Agreement indicating otherwise.

         (a)     Computation Period:
                 The computation period for purposes of determining Years of
                 Service and Breaks in Service for purposes of computing a
                 Participant's nonforfeitable right to his or her account
                 balance derived from Employer contributions:





<PAGE>   15

                 [ ]       (i)    shall not be applicable since Participants
                                  are always fully vested,
                 [ ]      (ii)    shall commence on the date on which an
                                  Employee first performs an Hour of Service
                                  for the Employer and each subsequent
                                  12-consecutive month period shall commence on
                                  the anniversary thereof, or
                 [X]     (iii)    shall commence on the first day of the Plan
                                  Year during which an Employee first performs
                                  an Hour of Service for the Employer and each
                                  subsequent 12-consecutive month period shall
                                  commence on the anniversary thereof.

         A Participant shall receive credit for a Year of Service if he or she
         completes at least 1,000 Hours of Service [or if lesser, the number of
         hours specified at 3(k)(iii) of this Adoption Agreement] at any time
         during the 12-consecutive month computation period.  Consequently, a
         Year of Service may be earned prior to the end of the 12-consecutive
         month computation period and the Participant need not be employed at
         the end of the 12-consecutive month computation period to receive
         credit for a Year of Service.

         (b)     Vesting Schedules:
                 NOTE:  The vesting schedules below only apply to a Participant
                 who has at least one Hour of Service during or after the 1989
                 Plan Year.  If applicable, Participants who separated from
                 Service prior to the 1989 Plan Year will remain under the
                 vesting schedule as in effect in the Plan prior to amendment
                 for the Tax Reform Act of 1986.

                 [X]       (i)    Full and immediate Vesting.  Only in the
                                  event the Employer is acquired by merger,
                                  consolidation or otherwise, where more than
                                  50% of its shares of stock are acquired
                                  within one 12 month period by one or more
                                  related persons (within the meaning of Code
                                  Section 1563), or in the event the Employer
                                  otherwise ceases to function as an ongoing
                                  business concern.  In the event that the
                                  Employer becomes a part of a holding company
                                  system whereby the shareholders of the
                                  Employer become the shareholders of the
                                  holding company:  (1) the provisions of this
                                  paragraph shall not apply upon the transfer
                                  of shares as a part of the establishment of
                                  the holding company system by the Employer;
                                  and (2) the provisions of this paragraph
                                  shall apply to the share ownership of the
                                  holding company established by the Employer.

<TABLE>
<CAPTION>
                                                        Years of Service                  
                                  ---------------------------------------------------------------
                                    1            2             3       4        5       6       7 
                                  ----------------------------------------------------------------
                    <S>           <C>          <C>            <C>   <C>         <C>   <C>     <C>
                          (ii)     __%         100%
                         (iii)     __%          __%           100%
                          (iv)     __%          20%            40%   60%         80%  100%
                           (v)      0%           0%            20%   40%         60%   80%    100%
                          (vi)     10%          20%            30%   40%         60%   80%    100%
                         (vii)     __%          __%            __%   __%        100%
                        (viii)     __%          __%            __%   __%         __%   __%    100%
</TABLE>





<PAGE>   16


         NOTE:  The percentages selected for schedule (viii) may not be less
         for any year than the percentages shown at schedule (v).
         [X]     All contributions other than those which are fully vested when
                 contributed will vest under schedule v above.
         [ ]     Contributions other than those which are fully vested when
                 contributed will vest as provided below:

<TABLE>
<CAPTION>
                          Vesting    
                  Option Selected             Type of Employer Contribution   
                  ---------------    -----------------------------------------
                 <S>                 <C>
                 __________________  7(c)    Employer Match on Salary Savings
                 __________________  7(c)    Employer Match on Employee Voluntary
                 __________________  7(c)    Employer Discretionary
                 __________________  7(f)&(g) Employer Discretion - Integrated
</TABLE>

         (c)     Service disregarded for Vesting:
                 [ ]       (i)    Service prior to the Effective Date of this
                                  Plan or a predecessor plan shall be
                                  disregarded when computing a Participant's
                                  vested and nonforfeitable interest.
                 [ ]      (ii)    Service prior to a Participant having
                                  attained age 18 shall be disregarded when
                                  computing a Participant's vested and
                                  nonforfeitable interest.

13.      SERVICE WITH PREDECESSOR ORGANIZATION
         For purposes of satisfying the Service requirements for eligibility,
         Hours of Service shall include Service with the following predecessor
         organization(s):  (These hours will also be used for vesting
         purposes.)  The method of crediting Years of Service for purposes of
         vesting and eligibility for any entity not included as an Employer as
         of January 1, 1996 shall be determined pursuant to and recorded in the
         Administrative Procedures of the Plan.

14.      ROLLOVER/TRANSFER CONTRIBUTIONS
         (a)     Rollover Contributions, as described at paragraph 4.3 of the
                 Basic Plan Document #05, [X] shall [ ] shall not be permitted.
                 If permitted, Employees [X] may [ ] may not make Rollover
                 Contributions prior to meeting the eligibility requirements
                 for participation in the Plan.
         (b)     Transfer Contributions, as described at paragraph 4.4 of the
                 Basic Plan Document #05 [X] shall [ ] shall not be permitted.
                 If permitted, Employees [X] may [ ] may not make Transfer
                 Contributions prior to meeting the eligibility requirements
                 for participation in the Plan.

                 NOTE:  Even if available, the Employer may refuse to accept
                 such contributions if its Plan meets the safe-harbor rules of
                 paragraph 8.7 of the Basic Plan Document #05.

15.      HARDSHIP WITHDRAWALS
         Hardship withdrawals, as provided for in paragraph 6.9 of the Basic
         Plan Document #05, [ ] are [X] are not permitted.

16.      PARTICIPANT LOANS
         Participant loans, as provided for in paragraph 13.5 of the Basic Plan
         Document #05, [X] are [ ] are not permitted.  If permitted, repayments





<PAGE>   17

         of principal and interest shall be repaid to [X] the Participant's
         segregated account or [ ] the general Fund.

17.      INSURANCE POLICIES
         The insurance provisions of paragraph 13.6 of the Basic Plan Document
         #05 [X] shall [ ] shall not be applicable only with regard to policies
         held by the Plan prior to this restatement.  No new insurance policies
         shall be acquired.

18.      EMPLOYER INVESTMENT DIRECTION
         The Employer investment direction provisions, as set forth in
         paragraph 13.7 of the Basic Plan Document #05, [ ] shall [X] shall not
         be applicable.

19.      EMPLOYEE INVESTMENT DIRECTION
         (a)     The Employee investment direction provisions, as set forth in
                 paragraph 13.8 of the Basic Plan Document #05, [X] shall [ ]
                 shall not be applicable.

         If applicable, Participants may direct their investments:
                 [X]       (i)    among funds offered by the Trustee.
                 [ ]      (ii)    among any allowable investments.

         (b)     Participants may direct the following kinds of contributions
                 and the earnings thereon (check all applicable):
                 [X]       (i)    All Contributions
                 [ ]      (ii)    Elective Deferrals
                 [ ]     (iii)    Employee Voluntary Contributions (after-tax)
                 [ ]      (iv)    Employee Mandatory Contributions (after-tax)
                 [ ]       (v)    Employer Qualified Matching Contributions
                 [ ]      (vi)    Other Employer Matching Contributions
                 [ ]     (vii)    Employer Qualified Non-Elective Contributions
                 [ ]    (viii)    Employer Discretionary Contributions
                 [ ]      (ix)    Rollover Contributions
                 [ ]       (x)    Transfer Contributions
                 [ ]      (xi)    All of above which are checked, but only to
                                  the extent that the Participant is vested in
                                  those contributions. 

                 NOTE:  To the extent that Employee investment direction was
                 previously allowed, it shall continue to be allowed on those
                 amounts and the earnings thereon.

20.      EARLY PAYMENT OPTION
         (a)     A Participant who separates from Service prior to retirement,
                 death or Disability [X] may [ ] may not make application to
                 the Employer requesting an early payment of his or her vested
                 account balance.
         (b)     A Participant who has not separated from Service [ ] may [X]
                 may not obtain a distribution of his or her vested Employer
                 contributions.  Distribution can only be made if the
                 Participant is 100% vested.
         (c)     A Participant who has attained the Plan's Normal Retirement
                 Age and who has not separated from Service [ ] may [X] may not
                 receive a distribution of his or her vested account balance.





<PAGE>   18

                 NOTE:  If the Participant has had the right to withdraw his or
                 her account balance in the past, this right may not be taken
                 away.  Notwithstanding the above, to the contrary, required
                 minimum distributions will be paid.  For timing of
                 distributions, see item 21(a) below.

21.      DISTRIBUTION OPTIONS
         (a)     Timing of Distributions:
                 In cases of termination for other than death, Disability or
                 retirement, benefits shall be paid:
                 [X]       (i)    As soon as administratively feasible
                                  following the close of the [ ] Plan Year/[X]
                                  Valuation Period during which a distribution
                                  is requested or is otherwise payable.
                 [ ]      (ii)    As soon as administratively feasible,
                                  following the date on which a distribution is
                                  requested or is otherwise payable.
                 [ ]     (iii)    As soon as administratively feasible, after
                                  the close of the Plan Year during which the
                                  Participant incurs ____________ consecutive
                                  one-year Breaks in Service.
                 [ ]      (iv)    Only after the Participant has achieved the
                                  Plan's Normal Retirement Age, or Early
                                  Retirement Age, if applicable.

                 In cases of death, Disability or retirement, benefits shall be
                 paid:
                 [X]       (v)    As soon as administratively feasible
                                  following the close of the [ ] Plan Year/[X]
                                  Valuation Period during which a distribution
                                  is requested or is otherwise payable.
                 [ ]      (vi)    As soon as administratively feasible,
                                  following the date on which a distribution is
                                  requested or is otherwise payable.
                 [ ]     (vii)    As soon as administratively feasible, after
                                  the close of the Plan Year during which the
                                  Participant incurs ____________ consecutive
                                  one-year Breaks in Service.
                 [ ]    (viii)    Only after the Participant has achieved the
                                  Plan's Normal Retirement Age, or Early
                                  Retirement Age, if applicable.

         (b)     Optional Forms of Payment:
                 [X]       (i)    Lump Sum.
                 [ ]      (ii)    Installment Payments.
                 [ ]     (iii)    Life Annuity*.
                 [ ]      (iv)    Life Annuity Term Certain*.
                                  Life Annuity with payments guaranteed for
                                  ______ period (not to exceed 20 years, specify
                                  all applicable). 
                 [ ]       (v)    Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75%, or 
                                  [ ] 100% survivor annuity* (specify all
                                  applicable). 
                 [ ]      (vi)    Other form(s) specified: _____________
         *Not available in Plan meeting provisions of paragraph 8.7 of Basic
         Plan Document #05.

         (c)     Recalculation of Life Expectancy:





<PAGE>   19

                 In determining required distributions under the Plan,
                 Participants and/or their Spouse (Surviving Spouse) [X] shall
                 [ ] shall not have the right to have their life expectancy
                 recalculated annually.

                 If "shall",
                 [ ]      only the Participant shall be recalculated.
                 [X]      both the Participant and Spouse shall be
                          recalculated.
                 [ ]      who is recalculated shall be determined by the
                          Participant.

22.      PROTECTED BENEFITS UNDER INTERNAL REVENUE CODE SECTION 411(d)(6)
         [X]     The Employer is attaching to this Adoption Agreement a list of
                 Section 411(d)(6) protected benefits from a prior plan
                 document which this Plan amends.
         [ ]     Not applicable.

23.      SPONSOR CONTACT
         The Employer should direct questions concerning the language contained
         in and qualifications of the Prototype to its Trust Administrator at
         Comerica Bank.
         (Name of Trust Administrator)  Janice G. Veenstra
         (Phone No.)  (313) 222-5268
         In the event that the Sponsor amends, discontinues or abandons this
         Prototype Plan, notification will be provided to the Employer's
         address provided on the first page of this Agreement.

24.      SIGNATURES
         Due to the significant tax ramifications, the Sponsor recommends that
         before you execute this Adoption Agreement, you contact your attorney
         or tax advisor.
         (a)     EMPLOYER:
                 Name and address of Employer if different than specified in
                 Section 1 above.
                 _____________________________________________________________
                 _____________________________________________________________
                 _____________________________________________________________

                 This agreement and the corresponding provisions of the Plan
                 and Trust/Custodial Account Basic Plan Document #04 were
                 adopted by the Employer the 5th day of June, 1996.

                 Signed for the Employer by:    Victor T. Adamo
                 Title:                         President
                 Signature:                     _______________________________

                 The Employer understands that its failure to properly complete
                 the Adoption Agreement may result in disqualification of its
                 Plan.

                 Employer's Reliance:  The adopting Employer may not rely on an
                 opinion letter issued by the National Office of the Internal
                 Revenue Service as evidence that the Plan is qualified under
                 Code Section 401.  In order to obtain reliance with respect to
                 Plan qualification, the Employer must apply to the appropriate
                 Key District Office for a determination letter.





<PAGE>   20


                 This Adoption Agreement may only be used in conjunction with
                 Basic Plan Document #05.

         (b)     TRUSTEE:
                 Name of Trustee:          Comerica Bank
                 The assets of the Fund shall be invested in accordance with
                 paragraphs 13.3 of the Basic Plan Document #05 as a Trust.  As
                 such, the Employer's Plan as contained herein was accepted by
                 the Trustee the 11th day of June, 1996.

                 Signed for the Trustee by:     Janice G. Veenstra
                 Title:                         Vice President
                 Signature:                     _______________________________

         (c)     CUSTODIAN:
                 Name of Custodian:                                           
                 _____________________________________________________________
                 _____________________________________________________________

                 The assets of the Fund shall be invested in accordance with
                 paragraph 13.4 of the Basic Plan Document #05 as a Custodial
                 Account.  As such, the Employer's Plan as contained herein was
                 accepted by the Custodian the _____ day of __________________,
                 19____.

                 Signed for the Custodian by:   _______________________________
                 Title:                         _______________________________
                 Signature:                     _______________________________

         (d)     SPONSOR:
                 The Employer's agreement and the corresponding provisions of
                 the Plan and Trust/Custodial Account Basic Plan Document #05
                 were accepted by the Sponsor (Comerica Bank) the 11th day of
                 June, 1996.

                 Signed for the Sponsor by:     Janice G. Veenstra
                 Title:                         Vice President
                 Signature:                     _______________________________

         (e)     ATTORNEY CONTACT:
                 Name:                     Stephen J. Lowney
                 Firm Name:                Foster, Swift, Collins & Smith, P.C.
                 Address:                  313 S. Washington Square
                                           Lansing, Michigan 48933-2193
                 Telephone No.:            (517) 371-8272





<PAGE>   21

                  INSTITUTIONAL TRUST & INVESTMENT MANAGEMENT





               PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND
                            TRUST/CUSTODIAL ACCOUNT



                                  SPONSORED BY



                                 COMERICA BANK


                            BASIC PLAN DOCUMENT #05




                                                                    JANUARY 1993





<PAGE>   22

                  INSTITUTIONAL TRUST & INVESTMENT MANAGEMENT

                 PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                          AND TRUST/CUSTODIAL ACCOUNT
                                  Sponsored by
                                 COMERICA BANK
                            BASIC PLAN DOCUMENT #05

THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. ITS USE,
DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

                               TABLE OF CONTENTS

PARAGRAPH                                                                  PAGE
---------                                                                  ----
                                  ARTICLE I
                                 DEFINITIONS                                
                                                                            
1.1      Actual Deferral Percentage . . . . . . . . . . . . . . . . . . . . 1
1.2      Adoption Agreement . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3      Aggregate Limit  . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4      Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5      Annuity Starting Date  . . . . . . . . . . . . . . . . . . . . . . 1
1.6      Applicable Calendar Year . . . . . . . . . . . . . . . . . . . . . 1
1.7      Applicable Life Expectancy . . . . . . . . . . . . . . . . . . . . 1
1.8      Average Contribution Percentage (ACP)  . . . . . . . . . . . . . . 1
1.9      Average Deferral Percentage (ADP)  . . . . . . . . . . . . . . . . 2
1.10     Break In Service . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.11     Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.12     Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.13     Contribution Percentage  . . . . . . . . . . . . . . . . . . . . . 3
1.14     Custodian  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.15     Defined Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . 3
1.16     Defined Benefit (Plan) Fraction  . . . . . . . . . . . . . . . . . 3
1.17     Defined Contribution Dollar Limitation . . . . . . . . . . . . . . 3
1.18     Defined Contribution Plan  . . . . . . . . . . . . . . . . . . . . 3
1.19     Defined Contribution (Plan) Fraction . . . . . . . . . . . . . . . 3
1.20     Designated Beneficiary . . . . . . . . . . . . . . . . . . . . . . 3
1.21     Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.22     Distribution, Calendar Year  . . . . . . . . . . . . . . . . . . . 4
1.23     Early Retirement Age . . . . . . . . . . . . . . . . . . . . . . . 4
1.24     Earned Income  . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.25     Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.26     Election Period  . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.27     Elective Deferral  . . . . . . . . . . . . . . . . . . . . . . . . 4
1.28     Eligible Participant . . . . . . . . . . . . . . . . . . . . . . . 4
1.29     Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.30     Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.31     Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.32     Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . 4
1.33     Excess Amount  . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.34     Excess Contribution  . . . . . . . . . . . . . . . . . . . . . . . 4
                                                                            
1.35     Excess Elective Deferrals  . . . . . . . . . . . . . . . . . . . . 5
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
<PAGE>   23
PARAGRAPH                                                                  PAGE
---------                                                                  ----
                                                                            
1.36     Family Member  . . . . . . . . . . . . . . . . . . . . . . . . . .  5
1.37     First Distribution Calendar Year . . . . . . . . . . . . . . . . .  5
1.38     Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
1.39     Hardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
1.40     Highest Average Compensation . . . . . . . . . . . . . . . . . . .  5
1.41     Highly Compensated Employee  . . . . . . . . . . . . . . . . . . .  5
1.42     Hour Of Service  . . . . . . . . . . . . . . . . . . . . . . . . .  5
1.43     Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.44     Leased Employee  . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.45     Limitation Year  . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.46     Master Or Prototype Plan . . . . . . . . . . . . . . . . . . . . .  6
1.47     Matching Contribution  . . . . . . . . . . . . . . . . . . . . . .  6
1.48     Maximum Permissible Amount . . . . . . . . . . . . . . . . . . . .  6
1.49     Net Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.50     Normal Retirement Age  . . . . . . . . . . . . . . . . . . . . . .  6
1.51     Owner-Employee . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.52     Paired Plans . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.53     Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.54     Participant's Benefit  . . . . . . . . . . . . . . . . . . . . . .  6
1.55     Permissive Aggregation Croup . . . . . . . . . . . . . . . . . . .  6
1.56     Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.57     Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . .  6
1.58     Plan Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.59     Present Value  . . . . . . . . . . . . . . . . . . . . . . . . . .  6
1.60     Projected Annual Benefit . . . . . . . . . . . . . . . . . . . . .  7
1.61     Qualified Deferred Compensation Plan . . . . . . . . . . . . . . .  7
1.62     Qualified Domestic Relations Order . . . . . . . . . . . . . . . .  7
1.63     Qualified Early Retirement Age . . . . . . . . . . . . . . . . . .  7
1.64     Qualified Joint And Survivor Annuity . . . . . . . . . . . . . . .  7
1.65     Qualified Voluntary Contribution . . . . . . . . . . . . . . . . .  7
1.66     Qualified Non-Elective Contributions . . . . . . . . . . . . . . .  7
1.67     Qualified Voluntary Contribution . . . . . . . . . . . . . . . . .  7
1.68     Required Aggregation Group . . . . . . . . . . . . . . . . . . . .  7
1.69     Required Beginning Date  . . . . . . . . . . . . . . . . . . . . .  7
1.70     Rollover Contribution  . . . . . . . . . . . . . . . . . . . . . .  7
1.71     Salary Savings Agreement . . . . . . . . . . . . . . . . . . . . .  7
1.72     Self-Employed Individual . . . . . . . . . . . . . . . . . . . . .  8
1.73     Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
1.74     Shareholder Employee . . . . . . . . . . . . . . . . . . . . . . .  8
1.75     Simplified Employee Pension Plan . . . . . . . . . . . . . . . . .  8
1.76     Sponsor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
1.77     Spouse (Surviving Spouse)  . . . . . . . . . . . . . . . . . . . .  8
1.78     Super Top-Heavy Plan . . . . . . . . . . . . . . . . . . . . . . .  8
1.79     Taxable Wage Base  . . . . . . . . . . . . . . . . . . . . . . . .  8
1.80     Top-Heavy Determination Date . . . . . . . . . . . . . . . . . . .  8
1.81     Top-Heavy Plan . . . . . . . . . . . . . . . . . . . . . . . . . .  8
1.82     Top-Heavy Ratio  . . . . . . . . . . . . . . . . . . . . . . . . .  8 
1.83     Top-Paid Group . . . . . . . . . . . . . . . . . . . . . . . . . .  9
1.84     Transfer Contribution  . . . . . . . . . . . . . . . . . . . . . .  9
1.85     Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
1.86     Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . .  9
1.87     Vested Account Balance . . . . . . . . . . . . . . . . . . . . . .  9
1.88     Voluntary Contribution . . . . . . . . . . . . . . . . . . . . . .  9
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
<PAGE>   24


PARAGRAPH                                                                  PAGE
---------                                                                  ----
                                                                            
1.89     Welfare Benefit Fund . . . . . . . . . . . . . . . . . . . . . . .  9
1.90     Year Of Service  . . . . . . . . . . . . . . . . . . . . . . . . .  9
                                                                            
                                  ARTICLE II
                           ELIGIBILITY REQUIREMENTS
                                                                            
2.1      Participation  . . . . . . . . . . . . . . . . . . . . . . . . . .  9
2.2      Change In Classification Of Employment . . . . . . . . . . . . . .  9
2.3      Computation Period . . . . . . . . . . . . . . . . . . . . . . . .  9
2.4      Employment Rights  . . . . . . . . . . . . . . . . . . . . . . . . 10
2.5      Service With Controlled Groups . . . . . . . . . . . . . . . . . . 10
2.6      Owner-Employees  . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.7      Leased Employees . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.8      Thrift Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                                                                            
                                 ARTICLE III
                           EMPLOYER CONTRIBUTIONS
                                                                            
3.1      Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.2      Expenses And Fees  . . . . . . . . . . . . . . . . . . . . . . . . 10
3.3      Responsibility For Contributions . . . . . . . . . . . . . . . . . 10
3.4      Return Of Contributions  . . . . . . . . . . . . . . . . . . . . . 10
                                                                            
                                  ARTICLE IV
                            EMPLOYEE CONTRIBUTIONS
                                                                            
4.1      Voluntary Contributions  . . . . . . . . . . . . . . . . . . . . . 11
4.2      Qualified Voluntary Contributions  . . . . . . . . . . . . . . . . 11
4.3      Rollover Contribution  . . . . . . . . . . . . . . . . . . . . . . 11
4.4      Transfer Contribution  . . . . . . . . . . . . . . . . . . . . . . 11
4.5      Employer Approval Of Transfer Contributions  . . . . . . . . . . . 11
4.6      Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . 11
4.7      Required Voluntary Contributions . . . . . . . . . . . . . . . . . 12
4.8      Direct Rollover of Benefits  . . . . . . . . . . . . . . . . . . . 12
                                                                            
                                  ARTICLE V
                             PARTICIPANT ACCOUNTS
                                                                            
5.1      Separate Accounts  . . . . . . . . . . . . . . . . . . . . . . . . 12
5.2      Adjustments To Participant Accounts  . . . . . . . . . . . . . . . 12
5.3      Allocating Employer Contributions  . . . . . . . . . . . . . . . . 13
5.4      Allocating Investment Earnings And Losses  . . . . . . . . . . . . 13
5.5      Participant Statements . . . . . . . . . . . . . . . . . . . . . . 13
                                                                            
                                  ARTICLE V
                    RETIREMENT BENEFITS AND DISTRIBUTIONS
                                                                            
6.1      Normal Retirement Benefits . . . . . . . . . . . . . . . . . . . . 13
6.2      Early Retirement Benefits  . . . . . . . . . . . . . . . . . . . . 13
6.3      Benefits On Termination Of Employment  . . . . . . . . . . . . . . 13
6.4      Restrictions On Immediate Distributions  . . . . . . . . . . . . . 14
6.5      Normal Form Of Payment . . . . . . . . . . . . . . . . . . . . . . 14
6.6      Commencement Of Benefits . . . . . . . . . . . . . . . . . . . . . 15
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
<PAGE>   25
                                                                            
PARAGRAPH                                                                  PAGE
---------                                                                  ----

6.7      Claims Procedures  . . . . . . . . . . . . . . . . . . . . . . . . 15
6.8      In-Service Withdrawals . . . . . . . . . . . . . . . . . . . . . . 15
6.9      Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . . . . 16
                                                                            
                                 ARTICLE VII
                          DISTRIBUTION REQUIREMENTS
                                                                            
7.1      Joint And Survivor Annuity Requirements  . . . . . . . . . . . . . 16
7.2      Minimum Distribution Requirements  . . . . . . . . . . . . . . . . 16
7.3      Limits On Distribution Periods . . . . . . . . . . . . . . . . . . 16
7.4      Required Distributions On Or After                                 
           The Required Beginning Date  . . . . . . . . . . . . . . . . . . 16
7.5      Required Beginning Date  . . . . . . . . . . . . . . . . . . . . . 17
7.6      Transitional Rule  . . . . . . . . . . . . . . . . . . . . . . . . 17
7.7      Designation Of Beneficiary For Death Benefit . . . . . . . . . . . 17
7.8      Nonexistence Of Beneficiary  . . . . . . . . . . . . . . . . . . . 18
7.9      Distribution Beginning Before Death  . . . . . . . . . . . . . . . 18
7.10     Distribution Beginning After Death . . . . . . . . . . . . . . . . 19
7.11     Distribution Of Excess Elective Deferrals  . . . . . . . . . . . . 19
7.12     Distributions Of Excess Contributions  . . . . . . . . . . . . . . 19
7.13     Distribution Of Excess Aggregate Contributions . . . . . . . . . . 19
7.14     Escheat  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
                                                                            
                                 ARTICLE VIII
                          JOINT AND SURVIVOR ANNUITY
                                 REQUIREMENTS
                                                                            
8.1      Applicability Of Provisions  . . . . . . . . . . . . . . . . . . . 20
8.2      Payment Of Qualified Joint And Survivor                            
          Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8.3      Payment of Qualified Pre-Retirement                                
          Survivor Annuity  . . . . . . . . . . . . . . . . . . . . . . . . 20
8.4      Qualified Election . . . . . . . . . . . . . . . . . . . . . . . . 20
8.5      Notice Requirements For Qualified Joint                            
          And Survivor Annuity  . . . . . . . . . . . . . . . . . . . . . . 20
8.6      Notice Requirements For Qualified                                  
          PreRetirement Survivor Annuity  . . . . . . . . . . . . . . . . . 21
8.7      Special Safe-Harbor Exception For                                  
          Certain Profit-Sharing Plans  . . . . . . . . . . . . . . . . . . 21
8.8      Transitional Joint And Survivor                                    
          Annuity Rules . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.9      Automatic Joint And Survivor Annuity                               
          And Early Survivor Annuity  . . . . . . . . . . . . . . . . . . . 21
8.10     Annuity Contracts  . . . . . . . . . . . . . . . . . . . . . . . . 22
                                                                            
                                  ARTICLE IX
                                   VESTING
                                                                            
9.1      Employee Contributions . . . . . . . . . . . . . . . . . . . . . . 22
9.2      Employer Contributions . . . . . . . . . . . . . . . . . . . . . . 22
9.3      Computation Period . . . . . . . . . . . . . . . . . . . . . . . . 22
9.4      Requalification Prior To Five Consecutive                          
          One-Year Breaks In Service  . . . . . . . . . . . . . . . . . . . 22
                                                                            
                                                                            
<PAGE>   26
                                                                            

PARAGRAPH                                                                  PAGE
---------                                                                  ----
9.5      Requalification After Five Consecutive                             
          One-Year Breaks In Service  . . . . . . . . . . . . . . . . . . . 22
9.6      Calculating Vested Interest  . . . . . . . . . . . . . . . . . . . 22
9.7      Forfeitures  . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9.8      Amendment Of Vesting Schedule  . . . . . . . . . . . . . . . . . . 22
9.9      Service With Controlled Groups . . . . . . . . . . . . . . . . . . 23
                                                                            
                                  ARTICLE X
                          LIMITATIONS ON ALLOCATIONS
                                                                            
10.1     Participation In This Plan Only  . . . . . . . . . . . . . . . . . 23
10.2     Disposition Of Excess Annual Additions . . . . . . . . . . . . . . 23
10.3     Participation In This Plan And Another                             
          Prototype Defined Contribution Plan, Welfare                          
          Benefit Fund, Individual Medical Account                          
          Maintained By The Employer  . . . . . . . . . . . . . . . . . . . 24
10.4     Disposition Of Excess Annual Additions                             
          Under Two Plans . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.5     Participation In This Plan And Another                             
          Defined Contribution Plan Which Is Not                            
          A Master Or Prototype Plan  . . . . . . . . . . . . . . . . . . . 24
10.6     Participation In This Plan And A Defined                           
          Benefit Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.7     Average Deferral Percentage (ADP) Test . . . . . . . . . . . . . . 25
10.8     Special Rules Relating to Application of ADP Test  . . . . . . . . 25
10.9     Recharacterization . . . . . . . . . . . . . . . . . . . . . . . . 25
10.10    Average Contribution Percentage (ACP) Test . . . . . . . . . . . . 25 
10.11    Special Rules Relating to Application Of ACP Test. . . . . . . . . 25
                                                                            
                                  ARTICLE XI
                                ADMINISTRATION
                                                                            
11.1     Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . 26
11.2     Trustee/Custodian  . . . . . . . . . . . . . . . . . . . . . . . . 26
11.3     Administrative Fees And Expenses . . . . . . . . . . . . . . . . . 27
11.4     Division Of Duties And Indemnification . . . . . . . . . . . . . . 27
                                                                            
                                 ARTICLE XII
                         TRUST FUND/CUSTODIAL ACCOUNT
                                                                            
12.1     The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
12.2     Control Of Plan Assets . . . . . . . . . . . . . . . . . . . . . . 27
12.3     Exclusive Benefit Rules  . . . . . . . . . . . . . . . . . . . . . 28
12.4     Assignment And Alienation Of Benefits  . . . . . . . . . . . . . . 28
12.5     Determination Of Qualified Domestic                                
          Relations Order (QDRO)  . . . . . . . . . . . . . . . . . . . . . 28
                                                                            
                                 ARTICLE XIII
                                  INVESTMENTS
                                                                            
13.1     Fiduciary Standards  . . . . . . . . . . . . . . . . . . . . . . . 28
13.2     Funding Arrangement  . . . . . . . . . . . . . . . . . . . . . . . 28
13.3     Investment Alternatives Of The Trustee . . . . . . . . . . . . . . 28
                                                                            
                                                                            
                                                                            
                                                                            
<PAGE>   27
                                                                            
PARAGRAPH                                                                  PAGE
---------                                                                  ----
13.4     Investment Alternatives Of The Custodian . . . . . . . . . . . . . 29
13.5     Participant Loans  . . . . . . . . . . . . . . . . . . . . . . . . 29
13.6     Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . 30
13.7     Employer Investment Direction  . . . . . . . . . . . . . . . . . . 31
13.8     Employee Investment Direction  . . . . . . . . . . . . . . . . . . 31
                                                                            
                                 ARTICLE XIV
                             TOP-HEAVY PROVISIONS
                                                                            
14.1     Applicability Of Rules . . . . . . . . . . . . . . . . . . . . . . 32
14.2     Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . 32
14.3     Minimum Vesting  . . . . . . . . . . . . . . . . . . . . . . . . . 32
14.4     Limitations On Allocations . . . . . . . . . . . . . . . . . . . . 32
                                                                            
                                  ARTICLE XV
                          AMENDMENT AND TERMINATION
                                                                            
15.1     Amendment By Sponsor . . . . . . . . . . . . . . . . . . . . . . . 32
15.2     Amendment By Employer  . . . . . . . . . . . . . . . . . . . . . . 32
15.3     Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
15.4     Qualification Of Employer's Plan . . . . . . . . . . . . . . . . . 32
15.5     Mergers And Consolidations . . . . . . . . . . . . . . . . . . . . 33
15.6     Resignation And Removal  . . . . . . . . . . . . . . . . . . . . . 33
15.7     Qualification Of Prototype . . . . . . . . . . . . . . . . . . . . 33
                                                                            
                                 ARTICLE XVI
                                GOVERNING LAW . . . . . . . . . . . . . . .33
                                                                            



<PAGE>   28

                  INSTITUTIONAL TRUST & INVESTMENT MANAGEMENT

                 PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                          AND TRUST/CUSTODIAL ACCOUNT
                                  SPONSORED BY
                                 COMERICA BANK

The Sponsor hereby establishes the following Prototype Retirement Plan and
Trust/Custodial Account for use by those of its customers who qualify and wish
to adopt a qualified retirement program.  Any Plan and Trust/Custodial Account
established hereunder shall be administered for the exclusive benefit of
Participants and their beneficiaries under the following terms and conditions:

                                   ARTICLE I
                                  DEFINITIONS

1.1  ACTUAL DEFERRAL PERCENTAGE.  The ratio (expressed as a percentage and
calculated separately for each Participant) of:

(a)      the amount of Employer contributions [as defined at (c) and (d)]
         actually paid over to the Fund on behalf of such Participant for the
         Plan Year to

(b)      the Participant's Compensation for such Plan Year.  Compensation will
         only include amounts for the period during which the Employee was
         eligible to participate.

Employer contributions on behalf of any Participant shall include:

(c)      any Elective Deferrals made pursuant to the Participant's deferral
         election, including Excess Elective Deferrals, but excluding Elective
         Deferrals that are either taken into account in the Contribution
         Percentage test (provided the ADP test is satisfied both with and
         without exclusion of these Elective Deferrals) or are returned as
         excess Annual Additions; and

(d)      at the election of the Employer, Qualified Non-Elective Contributions
         and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated
as a Participant on whose behalf no Elective Deferrals are made.

1.2  ADOPTION AGREEMENT.  The document attached to this Plan by which an
Employer elects to establish a qualified retirement plan and trust/custodial
account under the terms of this Prototype Plan and Trust/Custodial Account.

1.3  AGGREGATE LIMIT.  The sum of:

(a)      125 percent of the greater of the ADP of the non-Highly Compensated
         Employees for the Plan Year or the ACP of non-Highly Compensated
         Employees under the Plan subject to Code Section 401 (m) for the Plan
         Year beginning with or within the Plan Year of the cash or deferred





<PAGE>   29

         arrangement as described in Code Section 401(k) or Code Section
         402(h)(1)(B), and

(b)      the lesser of 200% or two percent plus the lesser of such ADP or ACP.

Alternatively, the aggregate limit can be determined by substituting "the
lesser of 200% or 2 percent plus" for "125% of" in (a) above, and substituting
"125% of" for "the lesser of 200% or 2 percent plus" in (b) above.

1.4  ANNUAL ADDITIONS.  The sum of the following amounts credited to a
Participant's account for the Limitation Year:

(a)      Employer Contributions,

(b)      Employee Contributions (under Article IV),

(c)      forfeitures,

(d)      amounts allocated after March 31, 1984 to an individual medical
         account, as defined in Code Section 415(l)(2), which is part of a
         pension or annuity plan maintained by the Employer (these amounts are
         treated as Annual Additions to a Defined Contribution Plan though they
         arise under a Defined Benefit Plan), and

(e)      amounts derived from contributions paid or accrued after 1985, in
         taxable years ending after 1985, which are either attributable to
         post-retirement medical benefits allocated to the account of a Key
         Employee, or to a Welfare Benefit Fund maintained by the Employer, are
         also treated as Annual Additions to a Defined Contribution Plan.  For
         purposes of this paragraph, an Employee is a Key Employee if he or she
         meets the requirements of paragraph 1.43 at any time during the Plan
         Year or any preceding Plan Year.  Welfare Benefit Fund is defined at
         paragraph 1.89.

Excess amounts applied in a Limitation Year to reduce Employer contributions
will be considered Annual Additions for such Limitation Year, pursuant to the
provisions of Article X.

1.5  ANNUITY STARTING DATE.  The first day of the first period for which an
amount is paid as an annuity or in any other form.

1.6  APPLICABLE CALENDAR YEAR.  The First Distribution Calendar Year, and in
the event of the recalculation of life expectancy, such succeeding calendar
year.  If payments commence in accordance with paragraph 7.4(e) before the
Required Beginning Date, the Applicable Calendar Year is the year such payments
commence.  If distribution is in the form of an immediate annuity purchased
after the Participant's death with the Participant's remaining interest, the
Applicable Calendar Year is the year of purchase.

1.7  APPLICABLE LIFE EXPECTANCY.  Used in determining the required minimum
distribution.  The life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or Designated
Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday





<PAGE>   30

in the Applicable Calendar Year reduced by one for each calendar year which has
elapsed since the date life expectancy was first calculated.  If life
expectancy is being recalculated, the Applicable Life Expectancy shall be the
life expectancy as so recalculated.  The life expectancy of a non-Spouse
Beneficiary may not be recalculated.

1.8  AVERAGE CONTRIBUTION PERCENTAGE (ACP).  The average of the Contribution
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.9  AVERAGE DEFERRAL PERCENTAGE (ADP).  The average of the Actual Deferral
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.10  BREAK IN SERVICE.  A 12-consecutive month period during which an Employee
fails to complete more than 500 Hours of Service.

1.11  CODE.  The Internal Revenue Code of 1986, including any amendments.

1.12  COMPENSATION.  The Employer may select one of the following three
safe-harbor definitions of compensation in the Adoption Agreement.
Compensation shall only include amounts earned while a Participant if Plan Year
is chosen as the applicable computation period.

(a)      Code Section 3401(a) Wages.  Compensation is defined as wages within
         the meaning of Code Section 3401 (a) for the purposes of Federal
         income tax withholding at the source but determined without regard to
         any rules that limit the remuneration included in wages based on the
         nature or location of the employment or the services performed [such
         as the exception for agricultural labor in Code Section 3401(a)(2)].

(b)      Code Section 6041 and 6051 Wages.  Compensation is defined as wages as
         defined in Code Section 3401 (a) and all other payments of
         compensation to an Employee by the Employer (in the course of the
         Employer's trade or business) for which the Employer is required to
         furnish the employee a written statement under Code Section 6041(d)
         and 6051(a)(3).  Compensation must be determined without regard to any
         rules under Code Section 3401 (a) that limit the remuneration included
         in wages based on the nature or location of the employment or the
         services performed [such as the exception for agricultural labor in
         Code Section 3401 (a)(2)].

(c)      Code Section 415 Compensation.  For purposes of applying the
         limitations of Article X and Top-Heavy Minimums, the definition of
         Compensation shall be Code Section 415 Compensation as follows: a
         Participant's Earned Income, wages, salaries, and fees for
         professional services and other amounts received (without regard to
         whether or not an amount is paid in cash) for personal services
         actually rendered in the course of employment with the Employer
         maintaining the Plan to the extent that the amounts are includible in
         gross income [including, but not limited to, commissions paid
         salesmen, compensation for services on the basis of a percentage of
         profits, commissions on insurance premiums, tips, bonuses, fringe
         benefits and reimbursements or other expense allowances under a





<PAGE>   31

         nonaccountable plan (as described in Regulation 1.62-2(c)], and
         excluding the following:

         1.      Employer contributions to a plan of deferred compensation
                 which are not includible in the Employee's gross income for
                 the taxable year in which contributed, or Employer
                 contributions under a Simplified Employee Pension Plan or any
                 distributions from a plan of deferred compensation,

         2.      Amounts realized from the exercise of a non-qualified stock
                 option, or when restricted stock (or property) held by the
                 Employee either becomes freely transferable or is no longer
                 subject to a substantial risk of forfeiture,

         3.      Amounts realized from the sale, exchange or other disposition
                 of stock acquired under a qualified stock option; and

         4.      other amounts which received special tax benefits, or
                 contributions made by the Employer (whether or not under a
                 salary reduction agreement) towards the purchase of an annuity
                 contract described in Code Section 403(b) (whether or not the
                 contributions are actually excludible from the gross income of
                 the Employee).

For purposes of applying the limitations of Article X, Compensation for a
Limitation Year is the Compensation actually paid or made available during such
Limitation Year.  Notwithstanding the preceding sentence, Compensation for a
Participant in a defined contribution plan who is permanently and totally
disabled [as defined in Code Section 22(e)(3)] is the Compensation such
Participant would have received for the Limitation Year if the Participant had
been paid at the rate of Compensation paid immediately before becoming
permanently and totally disabled.  Such imputed Compensation for the disabled
Participant may be taken into account only if the participant is not a Highly
Compensated Employee [as defined in Code Section 414(q)] and contributions made
on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the applicable period in the Adoption Agreement,
the Plan Year shall be used.  Unless otherwise specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in 1.12(c).

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under the
Plan (including benefits under Article XIV) for any year shall not exceed
$200,000, as adjusted under Code Section 415(d).  In determining the
Compensation of a Participant for purposes of this limitation, the rules of
Code Section 414(q)(6) shall apply, except in applying such rules, the term
"family" shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before the end of
the Plan year.  If, as a result of the application of such rules the adjusted
$200,000 limitation is exceeded, then (except for purposes of determining the
portion of Compensation up to the integration level if this Plan provides for
permitted disparity), the limitation shall be prorated among the affected
individuals in proportion to each such individual's





<PAGE>   32

Compensation as determined under this section prior to the application of this
limitation.

If a Plan has a Plan Year that contains fewer than 12 Calendar Months, then the
annual compensation limit for that period is an amount equal to the $200,000 as
adjusted for the calendar year in which the compensation period begins,
multiplied by a fraction the numerator of which is the number of full months in
the Short Plan Year and the denominator of which is 12.  If compensation for
any prior plan year is taken into account in determining an employee's
contributions or benefits for the current year, the compensation for such prior
year is subject to the applicable annual compensation limit in effect for that
prior year For this purpose, for years beginning before January 1, 1990, the
applicable annual compensation limit is $200,000.

Compensation shall not include deferred compensation other than contributions
through a salary reduction agreement to a cash or deferred plan under Code
Section 401(k), a Simplified Employee Pension Plan under Code Section
402(h)(1)(B), a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code Section 403(b).  Unless elected otherwise by the Employer in the
Adoption Agreement, these deferred amounts will be considered as Compensation
for Plan purposes.  These deferred amounts are not counted as Compensation for
purposes of Articles X and XIV.  When applicable to a Self-Employed Individual,
Compensation shall mean Earned Income.

1.13  CONTRIBUTION PERCENTAGE.  The ratio (expressed as a percentage and
calculated separately for each Participant) of:

(a)      the Participant's Contribution Percentage Amounts [as defined at
         (c)-(f)] for the Plan Year, to

(b)      the Participant's Compensation for the Plan Year.  Compensation will
         only include amounts for the period during which the Employee was
         eligible to participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

(c)      the amount of Employee Voluntary Contributions, Matching
         Contributions, and Qualified Matching Contributions (to the extent not
         taken into account for purposes of the ADP test) made under the Plan
         on behalf of the Participant for the Plan Year,

(d)      forfeitures of Excess Aggregate Contributions or Matching
         Contributions allocated to the Participant's account which shall be
         taken into account in the year in which such forfeiture is allocated,

(e)      at the election of the Employer, Qualified Non-Elective Contributions,
         and

(f)      the Employer also may elect to use Elective Deferrals in the
         Contribution Percentage Amounts so long as the ADP test is met before
         the Elective Deferrals are used in the ACP test and continues to be
         met following the exclusion of those Elective Deferrals that are used
         to meet the ACP test.





<PAGE>   33


Contribution Percentage Amounts shall not include Matching Contributions,
whether or not Qualified, 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.

1.14  CUSTODIAN.  The Sponsor of this Prototype, or, if applicable, an
affiliate or successor, shall serve as Custodian if a Custodian is appointed in
the Adoption Agreement.

1.15  DEFINED BENEFIT PLAN.  A Plan under which a Participant's benefit is
determined by a formula contained in the Plan and no individual accounts are
maintained for Participants.

1.16  DEFINED BENEFIT (PLAN) FRACTION.  A fraction, the numerator of which is
the sum of the Participant's Projected Annual Benefits under all the Defined
Benefit Plans (whether or not terminated) maintained by the Employer, and the
denominator of which is the lesser of 125 percent of the dollar limitation
determined for the Limitation Year under Code Sections 415(b) and (d) or 140
percent of the Highest Average Compensation, including any adjustments under
Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after 1986, in one or more Defined
Benefit Plans maintained by the Employer which were in existence on May 6,
1986, the denominator of this fraction will not be less than 125 percent of the
sum of the annual benefits under such plans which the Participant had accrued
as of the close of the last Limitation Year beginning before 1987, disregarding
any changes in the terms and conditions of the plan after May 5, 1986.  The
preceding sentence applies only if the Defined Benefit Plans individually and
in the aggregate satisfied the requirements of Section 415 for all Limitation
Years beginning before 1987.

1.17  DEFINED CONTRIBUTION DOLLAR LIMITATION. Thirty thousand dollars ($30,000)
or if greater, one-fourth of the defined benefit dollar limitation set forth in
Code Section 415(b)(1) as in effect for the Limitation Year.

1.18  DEFINED CONTRIBUTION PLAN.  A Plan under which individual accounts are
maintained for each Participant to which all contributions, forfeitures,
investment income and gains or losses, and expenses are credited or deducted.
A Participant's benefit under such Plan is based solely on the fair market
value of his or her account balance.

1.19  DEFINED CONTRIBUTION (PLAN) FRACTION.  A Fraction, the numerator of which
is the sum of the Annual Additions to the Participant's account under all the
Defined Contribution Plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years (including the Annual
Additions attributable to the Participant's nondeductible Employee
contributions to all Defined Benefit Plans, whether or not terminated,
maintained by the Employer, and the Annual Additions attributable to all
Welfare Benefit Funds, as deemed in paragraph 1.89 and individual medical
accounts, as defined in Code Section 415(l)(2), maintained by the Employer),
and the denominator of which is the sum of the maximum aggregate amounts for
the current and all prior Limitation Years





<PAGE>   34

of Service with the Employer (regardless of whether a Defined Contribution Plan
was maintained by the Employer).  The maximum aggregate amount in the
Limitation Year is the lesser of 125 percent of the dollar limitation
determined under Code Sections 415(b) and (d) in effect under Code Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after 1986, in one or more Defined Contribution Plans
maintained by the Employer which were in existence on May 6, 1986, the
numerator of this fraction will be adjusted if the sum of this fraction and the
Defined Benefit Fraction would otherwise exceed 1.0 under the terms of this
Plan.  Under the adjustment, an amount equal to the product of (1) the excess
of the sum of the fractions over 1.0 times (2) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction.  The
adjustment is calculated using the fractions as they would be computed as of
the end of the last Limitation Year beginning before 1987, and disregarding any
changes in the terms and conditions of the Plan made after May 6,1986, but
using the Section 415 limitation applicable to the first Limitation Year
beginning on or after January 1, 1987.  The Annual Addition for any Limitation
Year beginning before 1987, shall not be re-computed to treat all Employee
Contributions as Annual Additions.

1.20  DESIGNATED BENEFICIARY.  The individual who is designated as the
beneficiary under the Plan in accordance with Code Section 401(a)(9) and the
regulations thereunder.

1.21  DISABILITY.  An illness or injury of a potentially permanent nature,
expected to last for a continuous period of not less than 12 months, certified
by a physician selected by or satisfactory to the Employer, which prevents the
Employee from engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience.

1.22  DISTRIBUTION CALENDAR YEAR.  A calendar year for which a minimum
distribution is required.

1.23  EARLY RETIREMENT AGE.  The age set by the Employer in the Adoption
Agreement (but not less than 55), which is the earliest age at which a
Participant may retire and receive his or her benefits under the Plan.

1.24  EARNED INCOME.  Net earnings from self-employment in the trade or
business with respect to which the Plan is established, determined without
regard to items not included in gross income and the deductions allocable to
such items, provided that personal services of the individual are a material
income-producing factor.  Earned income shall be reduced by contributions made
by an Employer to a qualified plan to the extent deductible under Code Section
404.  For tax years beginning after 1989, net earnings shall be determined
taking into account the deduction for one-half of self-employment taxes allowed
to the Employer under Code Section 164(f) to the extent deductible.

1.25  EFFECTIVE DATE.  The date on which the Employer's retirement plan or
amendment to such plan becomes effective.





<PAGE>   35

1.26  ELECTION PERIOD.  The period which begins on the first day of the Plan
Year in which the Participant attains age 35 and ends on the date of the
Participant's death.  If a Participant separates from service prior to the
first day of the Plan Year in which age 35 is attained, the Election Period
shall begin on the date of separation, with respect to the account balance as
of the date of separation.

1.27  ELECTIVE DEFERRAL.  Employer contributions made to the Plan at the
election of the Participant, in lieu of cash Compensation.  Elective Deferrals
shall also include contributions made pursuant to a Salary Savings Agreement or
other deferral mechanism, such as a cash option contribution.  With respect to
any taxable year, a Participant's Elective Deferral is the sum of all Employer
contributions made on behalf of such Participant pursuant to an election to
defer under any qualified cash or deferred arrangement as described in Code
Section 401(k), any simplified employee pension cash or deferred arrangement as
described in Code Section 402(h)(1)(B), any eligible deferred compensation plan
under Code Section 457, any plan as described under Code Section 501(c)(18),
and any Employer contributions made on the behalf of a Participant for the
purchase of an annuity contract under Code Section 403(b) pursuant to a Salary
Savings Agreement.  Elective Deferrals shall not include any deferrals properly
distributed as Excess Annual Additions.

1.28  ELIGIBLE PARTICIPANT.  Any Employee who is eligible to make a Voluntary
Contribution, or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive
a Matching Contribution (including forfeitures) or a Qualified Matching
Contribution.  If a Voluntary Contribution or Elective Deferral is required as
a condition of participation in the Plan, any Employee who would be a
Participant in the Plan if such Employee made such a contribution shall be
treated as an Eligible Participant even though no Voluntary Contributions or
Elective Deferrals are made.

1.29  EMPLOYEE.  Any person employed by the Employer (including Self-Employed
Individuals and partners), all Employees of a member of an affiliated service
group [as defined in Code Section 414(m)], Employees of a controlled group of
corporations [as defined in Code Section 414(b)], all Employees of any
incorporated or unincorporated trade or business which is under common control
[as defined in Code Section 414(c)], Leased Employees [as defined in Code
Section 414(n)] and any Employee required to be aggregated by Code Section
414(o).  All such Employees shall be treated as employed by a single Employer.

1.30  EMPLOYER.  The Self-Employed Individual, partnership, corporation or
other organization which adopts this Plan including any firm that succeeds the
Employer and adopts this Plan.  For purposes of Article X, Limitations on
Allocations, Employer shall mean the Employer that adopts this Plan, and all
members of a controlled group of corporations [as defined in Code Section
414(b) as modified by Code Section 415(h)], all commonly controlled trades or
businesses [as defined in Code Section 414(c) as modified by Code Section
415(h)] or affiliated service groups [as defined in Code Section 414(m)] of
which the adopting Employer is a part, and any other entity required to be
aggregated with the Employer pursuant to regulations under Code Section 414(o).





<PAGE>   36

1.31  ENTRY DATE.  The date on which an Employee commences participation in the
Plan as determined by the Employer in the Adoption Agreement.

1.32  EXCESS AGGREGATE CONTRIBUTIONS.  The excess, with respect to any Plan
Year, of:

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

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

Such determination shall be made after first determining Excess Elective
Deferrals pursuant to paragraph 1.35 and then determining Excess Contributions
pursuant to paragraph 1.34.

1.33  EXCESS AMOUNT.  The excess of the Participant's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

1.34  EXCESS CONTRIBUTION.  With respect to any Plan Year, the excess of:

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

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

1.35  EXCESS ELECTIVE DEFERRALS.  Those Elective Deferrals that are includible
in a Participant's gross income under Code Section 402(g) to the extent such
Participant's Elective Deferrals for a taxable year exceed the dollar
limitation under such Code Section.  Excess Elective Deferrals shall be treated
as Annual Additions under the Plan, unless such amounts are distributed no
later than the first April 15th following the close of the Participant's
taxable year.

1.36  FAMILY MEMBER.  The Employee's Spouse, any lineal descendants and
ascendants and the Spouse of such lineal descendants and ascendants.

1.37  FIRST DISTRIBUTION CALENDAR YEAR.  For distributions beginning before the
Participant's death, the First Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant's
Required Beginning Date.  For distributions beginning after the Participant's
death, the First Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to paragraph 7.10.

1.38  FUND.  All contributions received by the Trustee/Custodian under this
Plan and Trust/Custodial Account, investments thereof and earnings and
appreciation thereon.





<PAGE>   37


1.39  HARDSHIP.  An immediate and heavy financial need of the Employee where
such Employee lacks other available resources.

1.40  HIGHEST AVERAGE COMPENSATION.  The average Compensation for the three
consecutive Years of Service with the Employer that produces the highest
average.  A Year of Service with the Employer is the 12-consecutive month
period defined in the Adoption Agreement.

1.41  HIGHLY COMPENSATED EMPLOYEE.  Any Employee who performs service for the
Employer during the determination year and who, during the immediate prior
year:

(a)      received Compensation from the Employer in excess of $75,000 [as
         adjusted pursuant to Code Section 415(d)]; or

(b)      received Compensation from the Employer in excess of $50,000 [as
         adjusted pursuant to Code Section 415(d)] and was a member of the
         Top-Paid Group for such year; or

(c)      was an officer of the Employer and received Compensation during such
         year that is greater than 50 percent of the dollar limitation in
         effect under Code Section 415(b)(1)(A).

Notwithstanding (a), (b) and (c), an Employee who was not Highly Compensated
during the preceding Plan Year shall not be treated as a Highly Compensated
Employee with respect to the current Plan Year unless such Employee is a member
of the 100 Employees paid the greatest Compensation during the year for which
such determination is being made.

(d)      Employees who are five percent (5%) Owners at any time during the
         immediate prior year or determination year.

Highly Compensated Employee includes Highly Compensated active Employees and
Highly Compensated former Employees.

1.42  HOUR OF SERVICE.

(a)      Each hour for which an Employee is paid, or entitled to payment, for
         the performance of duties for the Employer. These hours shall be
         credited to the Employee for the computation period in which the
         duties are performed; and

(b)      Each hour for which an Employee is paid, or entitled to payment, by
         the Employer on account of a period of time during which no duties are
         performed (irrespective of whether the employment relationship has
         terminated) due to vacation, holiday, illness, incapacity (including
         disability), layoff, jury duty, military duty or leave of absence.  No
         more than 501 Hours of Service shall be credited under this paragraph
         for any single continuous period (whether or not such period occurs in
         a single computation period).  Hours under this paragraph shall be
         calculated and credited pursuant to Section 2530.200b-2 of the
         Department of Labor Regulations which are incorporated herein by this
         reference; and





<PAGE>   38

(c)      Each hour for which back pay, irrespective of mitigation of damages,
         is either awarded or agreed to by the Employer.  The same Hours of
         Service shall not be credited both under paragraph (a) or paragraph
         (b), as the case may be, and under this paragraph (c).  These hours
         shall be credited to the Employee for the computation period or
         periods to which the award or agreement pertains rather than the
         computation period in which the award, agreement or payment is made.

(d)      Hours of Service shall be credited for employment with the Employer
         and with other members of an affiliated service group [as defined in
         Code Section 414(m)], a controlled group of corporations [as defined
         in Code Section 414(b)], or a group of trades or businesses under
         common control [as defined in Code Section 414(c)] of which the
         adopting Employer is a member, and any other entity required to be
         aggregated with the Employer pursuant to Code Section 414(o) and the
         regulations thereunder.  Hours of Service shall also be credited for
         any individual considered an Employee for purposes of this Plan under
         Code Section 414(n) or Code Section 414(o) and the regulations
         thereunder.

(e)      Solely for purposes of determining whether a Break in Service, as
         defined in paragraph 1.10, for participation and vesting purposes has
         occurred in a computation period, an individual who is absent from
         work for maternity or paternity reasons shall receive credit for the
         Hours of Service which would otherwise have been credited to such
         individual but for such absence, or in any case in which such hours
         cannot be determined, 8 Hours of Service per day of such absence.  For
         purposes of this paragraph, an absence from work for maternity or
         paternity reasons means an absence by reason of the pregnancy of the
         individual, by reason of a birth of a child of the individual, by
         reason of the placement of a child with the individual in connection
         with the adoption of such child by such individual, or for purposes of
         caring for such child for a period beginning immediately following
         such birth or placement.  The Hours of Service credited under this
         paragraph shall be credited in the computation period in which the
         absence begins if the crediting is necessary to prevent a Break in
         Service in that period, or in all other cases, in the following
         computation period.  No more than 501 hours will be credited under
         this paragraph.

(f)      Hours of Service shall be determined on the basis of the method
         selected in the Adoption Agreement.

1.43  KEY EMPLOYEE.  Any Employee or former Employee (and the beneficiaries of
such employee) who at any time during the determination period was an officer
of the Employer if such individual's annual compensation exceeds 50% of the
dollar limitation under Code Section 415(b)(1)(A) (the defined benefit maximum
annual benefit), an owner (or considered an owner under Code Section 318) of
one of the ten largest interests in the employer if such individual's
compensation exceeds 100% of the dollar limitation under Code Section
415(c)(1)(A), a 5% owner of the Employer, or a 1 % owner of the Employer who
has an annual compensation of more than $150,000.  For purposes of determining
who is a Key Employee, annual compensation shall mean Compensation as defined
for Article X, but including amounts deferred through a salary reduction
agreement to a cash or deferred plan under Code





<PAGE>   39

Section 401(k), a Simplified Employee Pension Plan under Code Section 408(k), a
cafeteria plan under Code Section 125 or a tax-deferred annuity under Code
Section 403(b).  The determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years.  The determination of who
is a Key Employee will be made in accordance with Code Section 416(i)(1) and
the regulations thereunder.

1.44  LEASED EMPLOYEE.  Any person (other than an Employee of the recipient)
who, pursuant to an agreement between the recipient and any other person
("leasing organization"), has performed services for the recipient [or for the
recipient and related persons determined in accordance with Code Section
414(n)(6)] on a substantially full-time basis for a period of at least one
year, and such services are of a type historically performed by Employees in
the business field of the recipient Employer.

1.45  LIMITATION YEAR.  The calendar year or such other 12-consecutive month
period designated by the Employer in the Adoption Agreement for purposes of
determining the maximum Annual Addition to a Participant's account.  All
qualified plans maintained by the Employer must use the same Limitation Year.
If the Limitation Year is amended to a different 12-consecutive month period,
the new Limitation Year must begin on a date within the Limitation Year in
which the amendment is made.

1.46  MASTER OR PROTOTYPE PLAN.  A plan, the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

1.47  MATCHING CONTRIBUTION. An Employer contribution made to this or any other
defined contribution plan on behalf of a Participant on account of an Employee
Voluntary Contribution made by such Participant, or on account of a
Participant's Elective Deferral, under a Plan maintained by the Employer.

1.48  MAXIMUM PERMISSIBLE AMOUNT.  The maximum Annual Addition that may be
contributed or allocated to a Participant's account under the plan for any
Limitation Year shall not exceed the lesser of:

(a)      the Defined Contribution Dollar Limitation, or

(b)      25% of the Participant's Compensation for the Limitation Year.

The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits [within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)] which is otherwise treated as an Annual Addition under
Code Section 415(l)(1) or 419(d)(2).  If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different
12-consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the following fraction:
Number of months in the short Limitation Year divided by 12.

1.49  NET PROFIT.  The current and accumulated operating earnings of the
Employer before Federal and State income taxes, excluding nonrecurring or
unusual items of income, and before contributions to this and any other





<PAGE>   40

qualified plan of the Employer.  Alternatively, the Employer may fix another
definition in the Adoption Agreement.

1.50  NORMAL RETIREMENT AGE.  The age, set by the Employer in the Adoption
Agreement, at which a Participant may retire and receive his or her benefits
under the Plan.

1.51  OWNER-EMPLOYEE.  A sole proprietor, or a partner owning more than 10% of
either the capital or profits interest of the partnership.

1.52  PAIRED PLANS.  Two or more Plans maintained by the Sponsor designed so
that a single or any combination of Plans adopted by an Employer will meet the
antidiscrimination rules, the contribution and benefit limitations, and the
Top-Heavy provisions of the Code.

1.53  PARTICIPANT.  Any Employee who has met the eligibility requirements and
is participating in the Plan.

1.54  PARTICIPANT'S BENEFIT.  The account balance as of the last Valuation Date
in the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions or
forfeitures allocated to the account balance as of the dates in the valuation
calendar year after the Valuation Date and decreased by distributions made in
the valuation calendar year after the Valuation Date.  A special exception
exists for the second distribution Calendar Year.  For purposes of this
paragraph, if any portion of the minimum distribution for the First
Distribution Calendar Year is made in the second Distribution Calendar Year on
or before the Required Beginning Date, the amount of the minimum distribution
made in the second distribution calendar year shall be treated as if it had
been made in the immediately preceding Distribution Calendar Year.

1.55  PERMISSIVE AGGREGATION GROUP.  Used for Top-Heavy testing purposes, it is
the Required Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.56  PLAN.  The Employer's retirement plan as embodied herein and in the
Adoption Agreement.

1.57  PLAN ADMINISTRATOR.  The Employer.

1.58  PLAN YEAR.  The 12-consecutive month period designated by the Employer in
the Adoption Agreement.

1.59  PRESENT VALUE.  Used for Top-Heavy test and determination purposes, when
determining the Present Value of accrued benefits, with respect to any Defined
Benefit Plan maintained by the Employer, interest and mortality rates shall be
determined in accordance with the provisions of the respective plan.  If
applicable, interest and mortality assumptions will be specified in Section 11
of the Adoption Agreement.

1.60  PROJECTED ANNUAL BENEFIT.  Used to test the maximum benefit which may be
obtained from a combination of retirement plans, it is the annual





<PAGE>   41

retirement benefit (adjusted to an actuarial equivalent straight life annuity
if such benefit is expressed in a form other than a straight life annuity or
Qualified Joint and Survivor Annuity) to which the Participant would be
entitled under the terms of a Defined Benefit Plan or plans, assuming:

(a)      the Participant will continue employment until Normal Retirement Age
         under the plan (or current age, if later), and

(b)      the Participant's Compensation for the current Limitation Year and all
         other relevant factors used to determine benefits under the plan will
         remain constant for all future Limitation Years.

1.61  QUALIFIED DEFERRED COMPENSATION PLAN.  Any pension, profit-sharing, stock
bonus, or other plan which meets the requirements of Code Section 401 and
includes a trust exempt from tax under Code Section 501(a) and any annuity plan
described in Code Section 403(a).

An Eligible Retirement Plan is an individual retirement account (IRA) as
described in section 408(a) of the Code, an individual retirement annuity (IRA)
as described in section 408(b) of the Code, an annuity plan as described in
section 403(a) of the Code, or a qualified trust, as described in section
401(a) of the Code, which accepts Eligible Rollover Distributions.  However in
the case of an Eligible Rollover Distribution to a Surviving Spouse, an
Eligible Retirement Plan is an individual retirement account or individual
retirement annuity.

1.62  QUALIFIED DOMESTIC RELATIONS ORDER.  A QDRO is a signed Domestic
Relations Order issued by a State Court which creates, recognizes or assigns to
an alternate payee(s) the right to receive all or part of a Participant's Plan
benefit and which meets the requirements of Code Section 414(p).  An alternate
payee is a Spouse, former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.

1.63  QUALIFIED EARLY RETIREMENT AGE.  For purposes of paragraph 8.9, Qualified
Early Retirement Age is the latest of:

(a)      the earliest date, under the Plan, on which the Participant may elect
         to receive retirement benefits, or

(b)      the first day of the 120th month beginning before the Participant
         reaches Normal Retirement Age, or

(c)      the date the Participant begins participation.

1.64  QUALIFIED JOINT AND SURVIVOR ANNUITY.  An immediate annuity for the life
of the Participant with a survivor annuity for the life of the Participant's
Spouse which is at least one-half of but not more than the amount of the
annuity payable during the joint lives of the Participant and the Participant's
Spouse.  The exact amount of the Survivor Annuity is to be specified by the
Employer in the Adoption Agreement.  If not designated by the Employer, the
Survivor Annuity will be 1/2 of the amount paid to the Participant during his
or her lifetime.  The Qualified Joint and Survivor





<PAGE>   42

Annuity will be the amount of benefit which can be provided by the
Participant's Vested Account Balance.

1.65  QUALIFIED MATCHING CONTRIBUTION.  Matching Contributions which when made
are subject to the distribution and nonforfeitability requirements under Code
Section 401(k).

1.66  QUALIFIED NON-ELECTIVE CONTRIBUTIONS.  Contributions (other than Matching
Contributions or Qualified Matching Contributions) made by the Employer and
allocated to Participants' accounts that the Participants may not elect to
receive in cash until distributed from the Plan; that are nonforfeitable when
made; and that are distributable only in accordance with the distribution
provisions that are applicable to Elective Deferrals and Qualified Matching
Contributions.

1.67  QUALIFIED VOLUNTARY CONTRIBUTION.  A tax-deductible voluntary Employee
contribution.  These contributions may no longer be made to the Plan.

1.68  REQUIRED AGGREGATION GROUP.  Used for Top-Heavy testing purposes, it
consists of:

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

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

1.69  REQUIRED BEGINNING DATE.  The date on which a Participant is required to
take his or her first minimum distribution under the Plan.  The rules are set
forth at paragraph 7.5.

1.70  ROLLOVER CONTRIBUTION.  A contribution made by a Participant of an amount
distributed to such Participant from another Qualified Deferred Compensation
Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any portion of
the balance to the credit of the Participant except that an Eligible Rollover
Distribution does not include:

(a)      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 Participant or the joint lives (or
         joint life expectancies) of the Participant and the Participant's
         Designated Beneficiary, or for a specified period of ten years or
         more;

(b)      any distribution to the extent such distribution is required under
         section 401(a)(9) of the Code; and

(c)      the portion of any distribution that is not includible in gross income
         (determined without regard to the exclusion for net unrealized
         appreciation with respect to employer securities).





<PAGE>   43


A Direct Rollover is a payment by the plan to the Eligible Retirement Plan
specified by the Participant.

1.71  SALARY SAVINGS AGREEMENT.  An agreement between the Employer and a
participating Employee where the Employee authorizes the Employer to withhold a
specified percentage of his or her Compensation for deposit to the Plan on
behalf of such Employee.

1.72  SELF-EMPLOYED INDIVIDUAL.  An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.73  SERVICE.  The period of current or prior employment with the Employer.
If the Employer maintains a plan of a predecessor employer, Service for such
predecessor shall be treated as Service for the Employer.

1.74  SHAREHOLDER EMPLOYEE.  An Employee or Officer who owns [or is considered
as owning within the meaning of Code Section 318(a)(1)], on any day during the
taxable year of an electing small business corporation (S Corporation), more
than 5% of such corporation's outstanding stock.

1.75  SIMPLIFIED EMPLOYEE PENSION PLAN.  An individual retirement account which
meets the requirements of Code Section 408(k), and to which the Employer makes
contributions pursuant to a written formula.  These plans are considered for
contribution limitation and Top-Heavy testing purposes.

1.76  SPONSOR.  Comerica Bank.

1.77  SPOUSE (SURVIVING SPOUSE).  The Spouse or Surviving Spouse of the
Participant, provided that a former Spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a Qualified Domestic Relations
Order as described in Code Section 414(p).

1.78  SUPER TOP-HEAVY PLAN.  A Plan described at paragraph 1.81 under which the
Top-Heavy Ratio [as defined at paragraph 1.82] exceeds 90%.

1.79  TAXABLE WAGE BASE.  For plans with an allocation formula which takes into
account the Employer's contribution under the Federal Insurance Contributions
Act (FICA), the maximum amount of earnings which may be considered wages for
such Plan Year under the Social Security Act [Code Section 3121(a)(1)], or the
amount elected by the Employer in the Adoption Agreement.

1.80  TOP-HEAVY DETERMINATION DATE.  For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year.  For the first Plan Year of
the Plan, the last day of that year.

1.81  TOP-HEAVY PLAN.  For any Plan Year beginning after 1983, the Employer's
Plan is top-heavy if any of the following conditions exist:





<PAGE>   44

(a)      If the Top-Heavy Ratio for the Employer's Plan exceeds 60% and this
         Plan is not part of any required Aggregation Group or Permissive
         Aggregation Group of Plans.

(b)      If the Employer's plan is a part of a Required Aggregation Group of
         plans but not part of a Permissive Aggregation Group and the Top-Heavy
         Ratio for the group of plans exceeds 60%.

(c)      If the Employer's plan is a part of a Required Aggregation Group and
         part of a Permissive Aggregation Croup of plans and the Top-Heavy
         Ratio for the Permissive Aggregation Group exceeds 60%.

1.82  TOP-HEAVY RATIO.

(a)      If the Employer maintains one or more Defined Contribution plans
         (including any Simplified Employee Pension Plan) and the Employer has
         not maintained any Defined Benefit Plan which during the 5-year period
         ending on the Determination Date(s) has or has had accrued benefits,
         the Top-Heavy Ratio for this Plan alone, or for the Required or
         Permissive Aggregation Group as appropriate, is a fraction,

         (1)     the numerator of which is the sum of the account balances of
                 all Key Employees as of the Determination Date(s) [including
                 any past of any account balance distributed in the 5-year
                 period ending on the Determination Date(s)], and

         (2)     the denominator of which is the sum of all account balances
                 [including any part of any account balance distributed in the
                 5-year period ending on the Determination Date(s)], both
                 computed in accordance with Code Section 416 and the
                 regulations thereunder.

         Both the numerator and denominator of the Top-Heavy Ratio are
         increased to reflect any contribution not actually made as of the
         Determination Date, but which is required to be taken into account on
         that date under Code Section 416 and the regulations thereunder.

(b)      If the Employer maintains one or more Defined Contribution Plans
         (including any Simplified Employee Pension Plan) and the Employer
         maintains or has maintained one or more Defined Benefit Plans which
         during the 5-year period ending on the Determination Date(s) has or
         has had any accrued benefits, the Top-Heavy Ratio for any Required or
         Permissive Aggregation Group as appropriate is a fraction, the
         numerator of which is the sum of account balances under the aggregated
         Defined Contribution Plan or Plans for all Key Employees, determined
         in accordance with (a) above, and the Present Value of accrued
         benefits under the aggregated Defined Benefit Plan or Plans for all
         Key Employees as of the Determination Date(s), and the denominator of
         which is the sum of the account balances under the aggregated Defined
         Contribution Plan or Plans for all Participants, determined in
         accordance with (a) above, and the Present Value of accrued benefits
         under the Defined Benefit Plan or Plans for all Participants as of the
         Determination Date(s), all determined in accordance with Code Section
         416 and the regulations thereunder.  The accrued benefits under a
         Defined Benefit Plan in both the numerator and denominator of the





<PAGE>   45

         Top-Heavy Ratio are increased for any distribution of an accrued
         benefit made in the 5-year period ending on the Determination Date.

(c)      For purposes of (a) and (b) above, the value of account balances and
         the Present Value of accrued benefits will be determined as of the
         most recent Valuation Date that falls within or ends with the 12-month
         period ending on the Determination Date, except as provided in Code
         Section 416 and the regulations thereunder for the first and second
         plan years of a Defined Benefit Plan.  The account balances and
         accrued benefits of a participant (1) who is not a Key Employee but
         who was a Key Employee in a prior year, or (2) who has not been
         credited with at least one hour of service with any Employer
         maintaining the Plan at any time during the 5-year period ending on
         the Determination Date, will be disregarded.  The calculation of the
         Top-Heavy Ratio, and the extent to which distributions, rollovers, and
         transfers are taken into account will be made in accordance with Code
         Section 416 and the regulations thereunder.  Qualified Voluntary
         Employee Contributions will not be taken into account for purposes of
         computing the Top-Heavy Ratio.  When aggregating plans the value of
         account balances and accrued benefits will be calculated with
         reference to the Determination Dates that fall within the same
         calendar year.  The accrued benefit of a Participant other than a Key
         Employee shall be determined under (1) the method, if any, that
         uniformly applies for accrual purposes under all Defined Benefit Plans
         maintained by the Employer, or (2) if there is no such method, as if
         such benefit accrued not more rapidly than the slowest accrual rate
         permitted under the fractional rule of Code Section 411(b)(1)(C).

1.83  TOP-PAID GROUP.  The group consisting of the top 20% of Employees when
ranked on the basis of Compensation paid during such year.  For purposes of
determining the number of Employees in the group (but not who is in it), the
following Employees shall be excluded:

(a)      Employees who have not completed 6 months of Service.

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

(c)      Employees who normally do not work more than 6 months during any year.

(d)      Employees who have not attained age 21.

(e)      Employees included in a collective bargaining unit, covered by an
         agreement between employee representatives and the Employer, where
         retirement benefits were the subject of good faith bargaining and
         provided that 90% or more of the Employer's Employees are covered by
         the agreement.

(f)      Employees who are nonresident aliens and who receive no earned income
         which constitutes income from sources within the United States.

1.84  TRANSFER CONTRIBUTION.  A non-taxable transfer of a Participant's benefit
directly from a Qualified Deferred Compensation Plan to this Plan.

1.85  TRUSTEE.  The individual(s) or institution appointed by the Employer to
invest the Fund.





<PAGE>   46


1.86  VALUATION DATE.  The last day of the Plan Year or such other date as
agreed to by the Employer and the Trustee/Custodian on which Participant
accounts are revalued in accordance with Article V hereof.  For Top-Heavy
purposes, the date selected by the Employer as of which the Top-Heavy Ratio is
calculated.

1.87  VESTED ACCOUNT BALANCE.  The aggregate value of the Participant's Vested
Account Balances derived from Employer and Employee contributions (including
Rollovers), whether vested before or upon death, including the proceeds of
insurance contracts, if any, on the Participant's life.  The provisions of
Article VIII shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee contributions (or both) at the time of
death or distribution.

1.88  VOLUNTARY CONTRIBUTION.  An Employee contribution made to the Plan by or
on behalf of a Participant that is included in the Participant's gross income
in the year in which made and that is maintained under a separate account to
which earnings and losses are allocated.

1.89  WELFARE BENEFIT FUND.  Any fund that is part of a plan of the Employer,
or has the effect of a plan, through which the Employer provides welfare
benefits to Employees or their beneficiaries.  For these purposes, Welfare
Benefits means any benefit other than those with respect to which Code Section
83(h) (relating to transfers of property in connection with the performance of
services), Code Section 404 (relating to deductions for contributions to an
Employee's trust or annuity and Compensation under a deferred payment plan),
Code Section 404A (relating to certain foreign deferred compensation plans)
apply.  A "Fund" is any social club, voluntary employee benefit association,
supplemental unemployment benefit trust or qualified group legal service
organization described in Code Section 501(c)(7), (9), (17) or (20); any trust,
corporation, or other organization not exempt from income tax, or to the extent
provided in regulations, any account held for an Employer by any person.

1.90  YEAR OF SERVICE.  A 12 consecutive month period during which an Employee
is credited with not less than 1,000 (or such lesser number as specified by the
Employer in the Adoption Agreement) Hours of Service.

                                  ARTICLE II
                           ELIGIBILITY REQUIREMENTS

2.1  PARTICIPATION.   Employees who meet the eligibility requirements in the
Adoption Agreement on the Effective Date of the Plan shall become Participants
as of the Effective Date of the Plan.  If so elected in the Adoption Agreement,
all Employees employed on the Effective Date of the Plan may participate, even
if they have not satisfied the Plan's specified eligibility requirements.
Other Employees shall become Participants on the Entry Date coinciding with or
immediately following the date on which they meet the eligibility requirements.
The Employee must satisfy the eligibility requirements specified in the
Adoption Agreement and be employed on the Entry Date to become a Participant in
the Plan.  In the event an Employee who is not a member of the eligible class
of Employees becomes a member of the eligible class, such Employee shall
participate immediately if such Employee has satisfied the minimum age and
service requirements and would have previously become a Participant had he or
she





<PAGE>   47

been in the eligible class.  A former Participant shall again become a
Participant upon returning to the employ of the Employer as of the next Entry
Date or if earlier, the next Valuation Date.

2.2  CHANGE IN CLASSIFICATION OF EMPLOYMENT.  In the event a Participant
becomes ineligible to participate because he or she is no longer a member of an
eligible class of Employees, such Employee shall participate upon his or her
return to an eligible class of Employees.

2.3  COMPUTATION PERIOD.  To determine Years of Service and Breaks in Service
for purposes of eligibility, the 12-consecutive month period shall commence on
the date on which an Employee first performs an Hour of Service for the
Employer and each anniversary thereof, such that the succeeding 12-consecutive
month period commences with the employee's first anniversary of employment and
so on.

2.4  EMPLOYMENT RIGHTS.  Participation in the Plan shall not confer upon a
Participant any employment rights, nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5  SERVICE WITH CONTROLLED GROUPS.  All Years of Service with other members
of a controlled group of corporations [as defined in Code Section 414(b)],
trades or businesses under common control [as defined in Code Section 414(c)],
or members of an affiliated service group [as defined in Code Section 414(m)]
shall be credited for purposes of determining an Employee's eligibility to
participate.

2.6  OWNER-EMPLOYEES.  If this Plan provides contributions or benefits for one
or more Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the Plan
established for other trades or businesses must, when looked at as a single
Plan, satisfy Code Sections 401(a) and (d) for the Employees of this and all
other trades or businesses.

If the Plan provides contributions or benefits for one or more Owner-Employees
who control one or more other trades or businesses, the Employees of the other
trades or businesses must be included in a Plan which satisfies Code Sections
401(a) and (d) and which provides contributions and benefits not less favorable
than provided for Owner-Employees under this Plan.

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

For purposes of the preceding sentences, an Owner-Employee, or two or more
Owner-Employees, will be considered to control a trade or business if the
Owner-Employee, or two or more Owner-Employees together:

(a)      own the entire interest in an unincorporated trade or business, or





<PAGE>   48

(b)      in the case of a partnership, own more than 50% of either the capital
         interest or the profits interest in the partnership.

For purposes of the preceding sentence, an Owner-Employee, or two or more
Owner-Employees shall be treated as owning any interest in a partnership which
is owned, directly or indirectly, by a partnership which such Owner-Employee,
or such two or more Owner-Employees, are considered to control within the
meaning of the preceding sentence.

2.7  LEASED EMPLOYEES.  Any Leased Employee shall be treated as an Employee of
the recipient Employer; however, contributions or benefits provided by the
leasing organization which are attributable to services performed for the
recipient Employer shall be treated as provided by the recipient Employer.  A
Leased Employee shall not be considered an Employee of the recipient if such
Employee is covered by a money purchase pension plan providing:

(a)      a non-integrated Employer contribution rate of at least 10% of
         Compensation, [as defined in Code Section 415(c)(3) but including
         amounts contributed by the Employer pursuant to a salary reduction
         agreement, which are excludable from the Employee's gross income under
         a cafeteria plan covered by Code Section 125, a cash or deferred
         profit-sharing plan under Section 401(k) of the Code, a Simplified
         Employee Pension Plan under Code Section 402(h)(1)(B ) and a
         tax-sheltered annuity under Code Section 403(b)],

(b)      immediate participation, and

(c)      full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more
than twenty percent (20%) of the recipient's non-highly compensated work force.

2.8  THRIFT PLANS.  If the Employer makes an election in the Adoption Agreement
to require Voluntary Contributions to participate in this Plan, the Employer
shall notify each eligible Employee in writing of his or her eligibility for
participation at least 30 days prior to the appropriate Entry Date.  The
Employee shall indicate his or her intention to join the Plan by authorizing
the Employer to withhold a percentage of his or her Compensation as provided in
the Plan.  Such authorization shall be returned to the Employer at least 10
days prior to the Employee's Entry Date.  The Employee may decline
participation by so indicating on the enrollment form or by failure to return
the enrollment form to the Employer prior to the Employee's Entry Date.  If the
Employee declines to participate, such Employee shall be given the opportunity
to join the Plan on the next Entry Date.  The taking of a Hardship Withdrawal
under the provisions of paragraph 6.9 will impact the Participant's ability to
make these contributions.

                                 ARTICLE III
                            EMPLOYER CONTRIBUTIONS

3.1  AMOUNT. The Employer intends to make periodic contributions to the Plan in
accordance with the formula or formulas selected in the Adoption





<PAGE>   49

Agreement.  However, the Employer's contribution for any Plan Year shall be
subject to the limitations on allocations contained in Article X.

3.2  EXPENSES AND FEES.  The Employer shall also be authorized to reimburse the
Fund for all expenses and fees incurred in the administration of the Plan or
Trust/Custodial Account and paid out of the assets of the Fund.  Such expenses
shall include, but shall not be limited to, fees for professional services,
printing and postage.  Brokerage commissions may not be reimbursed.

3.3  RESPONSIBILITY FOR CONTRIBUTIONS.  Neither the Trustee/Custodian nor the
Sponsor shall be required to determine if the Employer has made a contribution
or if the amount contributed is in accordance with the Adoption Agreement or
the Code.  The Employer shall have sole responsibility in this regard.  The
Trustee/Custodian shall be accountable solely for contributions actually
received by it, within the limits of Article XI.

3.4  RETURN OF CONTRIBUTIONS.  Contributions made to the Fund by the Employer
shall be irrevocable except as provided below:

(a)      Any contribution forwarded to the Trustee/Custodian because of a
         mistake of fact, provided that the contribution is returned to the
         Employer within one year of the contribution.

(b)      In the event that the Commissioner of Internal Revenue determines that
         the Plan is not initially qualified under the Internal Revenue 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.

(c)      Contributions forwarded to the Trustee/Custodian are presumed to be
         deductible and are conditioned on their deductibility.  Contributions
         which are determined to not be deductible will be returned to the
         Employer.

                                   ARTICLE IV
                             EMPLOYEE CONTRIBUTIONS

4.1  VOLUNTARY CONTRIBUTIONS.  An Employee may make Voluntary Contributions to
the Plan established hereunder if so authorized by the Employer in a uniform
and nondiscriminatory manner.  Such contributions are subject to the
limitations on Annual Additions and are subject to antidiscrimination testing.

4.2  QUALIFIED VOLUNTARY CONTRIBUTIONS.  A Participant may no longer make
Qualified Voluntary Contributions to the Plan.  Amounts already contributed may
remain in the Trust Fund/Custodial Account until distributed to the
Participant.  Such amounts will be maintained in a separate account which will
be nonforfeitable at all times.  The account will share in the gains and losses
of the Trust in the same manner as described at paragraph 5.4





<PAGE>   50

of the Plan.  No part of the Qualified Voluntary Contribution account will be
used to purchase life insurance.  Subject to Article VIII, Joint and Survivor
Annuity Requirements (if applicable), the Participant may withdraw any part of
the Qualified Voluntary Contribution account by making a written application to
the Plan Administrator.

4.3  ROLLOVER CONTRIBUTION.  Unless provided otherwise in the Adoption
Agreement, a Participant may make a Rollover Contribution to any Defined
Contribution Plan established hereunder of all or any part of an amount
distributed or distributable to him or her from a Qualified Deferred
Compensation Plan provided:

(a)      the amount distributed to the Participant is deposited to the Plan no
         later than the sixtieth day after such distribution was received by
         the Participant,

(b)      the amount distributed is not one of a series of substantially equal
         periodic payments made for the life (or life expectancy) of the
         Participant or the joint lives (or joint life expectancies) of the
         Participant and the Participant's Designated Beneficiary, or for a
         specified period of ten years or more,

(c)      the amount distributed is not required under section 401(a)(9) of the
         Code,

(d)      if the amount distributed included property such property is rolled
         over, or if sold the proceeds of such property may be rolled over,

(e)      the amount distributed is not includible in gross income (determined
         without regard to the exclusion for net unrealized appreciation with
         respect to employer securities).

In addition, if the Adoption Agreement allows Rollover Contributions, the Plan
will also accept any Eligible Rollover Distribution (as defined at paragraph
1.55) directly to the Plan.

Rollover Contributions, which relate to distributions prior to January 1,1993,
must be made in accordance with paragraphs (a) through (e) and additionally
meet the requirements of paragraph (f):

(f)      The distribution from the Qualified Deferred Compensation Plan
         constituted the Participant's entire interest in such Plan and was
         distributed within one taxable year to the Participant:

         (1)     on account of separation from Service, a Plan termination, or
                 in the case of a profit-sharing or stock bonus plan, a
                 complete discontinuance of contributions under such plan
                 within the meaning of Section 402(a)(6)(A) of the Code, or

         (2)     in one or more distributions which constitute a qualified lump
                 sum distribution within the meaning of Code Section
                 402(e)(4)(A), determined without reference to subparagraphs
                 (B) and (H).





<PAGE>   51

Such Rollover Contribution may also be made through an Individual Retirement
Account qualified under Code Section 408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is
made in accordance with the rules provided under paragraphs (a) through (e) and
the Rollover Contribution does not include any regular IRA contributions, or
earnings thereon, which the Participant may have made to the IRA.  Rollover
Contributions, which relate to distributions prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and
additional requirements as provided in the previous sentence.  The
Trustee/Custodian shall not be held responsible for determining the tax-free
status of any Rollover Contribution made under this Plan.

4.4  TRANSFER CONTRIBUTION.  Unless provided otherwise in the Adoption
Agreement a Participant may, subject to the provisions of paragraph 4.5, also
arrange for the direct transfer of his or her benefit from a Qualified Deferred
Compensation Plan to this Plan.  For accounting and record keeping purposes,
Transfer Contributions shall be treated in the same manner as Rollover
Contributions.

4.5  EMPLOYER APPROVAL OF TRANSFER CONTRIBUTIONS.  The Employer maintaining a
Safe-Harbor Profit-Sharing Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory manner, may in its sole discretion refuse to
allow Transfer Contributions to its profit-sharing plan, if such contributions
are directly or indirectly being transferred from a defined benefit plan, a
money purchase pension plan (including a target benefit plan), a stock bonus
plan, or another profit-sharing plan which would otherwise provide for a life
annuity form of payment to the Participant.

4.6  ELECTIVE DEFERRALS.  A Participant may enter into a Salary Savings
Agreement with the Employer authorizing the Employer to withhold a portion of
such Participant's Compensation not to exceed $7,000 per calendar year as
adjusted under Code Section 415(d) or, if lesser, the percentage of
Compensation specified in the Adoption Agreement and to deposit such amount to
the Plan.  No Participant shall be permitted to have Elective Deferrals made
under this Plan or any other qualified plan maintained by the Employer, during
any taxable year, in excess of the dollar limitation contained in Code Section
402(g) in effect at the beginning of such taxable year.  Thus, the $7,000 limit
may be reduced if a Participant contributes pre-tax contributions to qualified
plans of this or other Employers.  Any such contribution shall be credited to
the Employee's Salary Savings Account.  Unless otherwise specified in the
Adoption Agreement, a Participant may amend his or her Salary Savings Agreement
to increase, decrease or terminate the percentage upon 30 days written notice
to the Employer.  If a Participant terminates his or her agreement, such
Participant shall not be permitted to put a new Salary Savings Agreement into
effect until the first pay period in the next Plan Year, unless otherwise
stated in the Adoption Agreement.  The Employer may also amend or terminate
said agreement on written notice to the Participant.  If a Participant has not
authorized the Employer to withhold at the maximum rate and desires to increase
the total withheld for a Plan Year, such Participant may authorize the Employer
upon 30 days notice to withhold a supplemental amount If p to 100% of his or
her Compensation for one or more pay periods.  In no event may the sum of the
amounts withheld under the





<PAGE>   52

Salary Savings Agreement plus the supplemental withholding exceed 25% of a
Participant's Compensation for a Plan Year.  The Employer may also
recharacterize as after-tax Voluntary Contributions all or any portion of
amounts previously withheld under any Salary Savings Agreement within the Plan
Year as provided for at paragraph 10.9.  This may be done to insure that the
Plan will meet one of the antidiscrimination tests under Code Section 401(k).
Elective Deferrals shall be deposited in the Trust within 30 days after being
withheld from the Participant's pay.

4.7  REQUIRED VOLUNTARY CONTRIBUTIONS.  If the Employer makes a thrift election
in the Adoption Agreement, each eligible Participant shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as
provided in the Adoption Agreement.  Such Voluntary Contributions shall be
withheld from the Employee's Compensation and shall be transmitted by the
Employer to the Trustee/Custodian as agreed between the Employer and
Trustee/Custodian.  A Participant may discontinue participation or change his
or her Voluntary Contribution percentage by so advising the Employer at least
10 days prior to the date on which such discontinuance or change is to be
effective.  If a Participant discontinues his or her Voluntary Contributions,
such Participant may not again authorize Voluntary Contributions for a period
of one year from the date of discontinuance.  A Participant may voluntarily
change his or her Voluntary Contribution percentage once during any Plan Year
and may also agree to have a reduction in his or her contribution, if required
to satisfy the requirements of the ACP test.

4.8  DIRECT ROLLOVER OF BENEFITS.  Notwithstanding any provision of the plan to
the contrary that would otherwise limit a Participant's election under this
Paragraph, for distributions made on or after January 1, 1993, a Participant
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Participant in a Direct Rollover.
Any portion of a distribution which is not paid directly to an Eligible
Retirement Plan shall be distributed to the Participant.  For purposes of this
Paragraph, a Surviving Spouse or a spouse or former spouse who is an alternate
payee under a Qualified Domestic Relations Order as defined in section 414(p)
of the Code, will be permitted to elect to have any Eligible Rollover
Distribution paid directly to an individual retirement account (IRA) or an
individual retirement annuity (IRA).

The plan provisions otherwise applicable to distributions continue to apply to
Rollover and Transfer Contributions.

                                   ARTICLE V
                              PARTICIPANT ACCOUNTS

5.1  SEPARATE ACCOUNTS.  The Employer shall establish a separate bookkeeping
account for each Participant showing the total value of his or her interest in
the Fund.  Each Participant's account shall be separated for bookkeeping
purposes into the following sub-accounts:

(a)      Employer contributions.

         (1)     Matching Contributions.





<PAGE>   53


         (2)     Qualified Matching Contributions.

         (3)     Qualified Non-Elective Contributions.

         (4)     Discretionary Contributions.

         (5)     Elective Deferrals.

(b)      Voluntary Contributions (and additional amounts including required
         contributions and, if applicable, either repayments of loans
         previously defaulted on and treated as "deemed distributions" on which
         a tax report has been issued, and amounts paid out upon a separation
         from service which have been included in income and which are repaid
         after being re-hired by the Employer).

(c)      Qualified Voluntary Contributions (if the Plan previously accepted
         these).

(d)      Rollover Contributions and Transfer Contributions.

5.2  ADJUSTMENTS TO PARTICIPANT ACCOUNTS.  As of each Valuation Date of the
Plan, the Employer shall add to each account:

(a)      the Participant's share of the Employer's contribution and forfeitures
         as determined in the Adoption Agreement,

(b)      any Elective Deferrals, Voluntary, Rollover or Transfer Contributions
         made by the Participant,

(c)      any repayment of amounts previously paid out to a Participant upon a
         separation from Service and repaid by the Participant since the last
         Valuation Date, and

(d)      the Participant's proportionate share of any investment earnings and
         increase in the fair market value of the Fund since the last Valuation
         Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

(e)      any withdrawals or payments made from the Participant's account since
         the last Valuation Date, and

(f)      the Participant's proportionate share of any decrease in the fair
         market value of the Fund since the last Valuation Date, as determined
         at paragraph 5.4.

5.3  ALLOCATING EMPLOYER CONTRIBUTIONS.  The Employer's contribution shall be
allocated to Participants in accordance with the allocation formula selected by
the Employer in the Adoption Agreement, and the minimum contribution and
allocation requirements for Top-Heavy Plans.  Beginning with the 1990 Plan Year
and thereafter, for plans on Standardized Adoption Agreement 001, Participants
who are credited with more than 500 Hours of Service or are employed on the
last day of the Plan Year must receive a full allocation of Employer
contributions.  In Nonstandardized Adoption Agreement 002, Employer
contributions shall be allocated to the accounts





<PAGE>   54

of Participants employed by the Employer on the last day of the Plan Year
unless indicated otherwise in the Adoption Agreement.  In the case of a
non-Top-Heavy, Nonstandardized Plan, Participants must also have completed a
Year of Service unless otherwise specified in the Adoption Agreement.  For
Nonstandardized Adoption Agreement 002, the Employer may only apply the last
day of the Plan Year and Year of Service requirements if the Plan satisfies the
requirements of Code Sections 401(a)(26) and 410(b) and the regulations
thereunder including the exception for 401(k) plans.  If, when applying the
last day and Year of Service requirements, the Plan fails to satisfy the
aforementioned requirements, additional Participants will be eligible to
receive an allocation of Employer Contributions until the requirements are
satisfied.  Participants who are credited with a Year of Service, but not
employed at Plan Year end, are the first category of additional Participants
eligible to receive an allocation.  If the requirements are still not
satisfied, Participants credited with more than 500 Hours of Service and
employed at Plan Year end are the next category of Participants eligible to
receive an allocation.  Finally, if necessary to satisfy the said requirements,
any Participant credited with more than 500 Hours of Service will be eligible
for an allocation of Employer Contributions.  The Service requirement is not
applicable with respect to any Plan Year during which the Employer's Plan is
Top-Heavy.

5.4  ALLOCATING INVESTMENT EARNINGS AND LOSSES.  A Participant's share of
investment earnings and any increase or decrease in the fair market value of
the Fund shall be based on the proportionate value of all active accounts
(other than accounts with segregated investments) as of the last Valuation Date
minus withdrawals, minus fees, plus/minus transfers, and plus the average
balance, as defined by the Plan Administrator, of the current period's
contributions and loan payments except for Employer contributions made on an
annual basis after the end of the Plan Year since the last Valuation Date.
Account balances not yet forfeited shall receive an allocation of earnings
and/or losses.  Accounts with segregated investments shall receive only the
income or loss on such segregated investments.

Alternatively, at the Plan Administrator's option, all financial activity will
be credited with an allocation of the actual investment earnings and gains and
losses from the actual date of deposit of each such activity until the end of
the period.  Accounts with segregated investments shall receive only the income
or loss on such segregated investments. In no event shall the selection of a
method of allocating gains and losses be used to discriminate in favor of the
Highly Compensated Employees.

5.5  PARTICIPANT STATEMENTS.  Upon completing the allocations described above
for the Valuation Date coinciding with the end of the Plan Year, the Employer
shall prepare a statement for each Participant showing the additions to and
subtractions from his or her account since the last such statement and the fair
market value of his or her account as of the current Valuation Date.  Employers
so choosing may prepare Participant statements for each Valuation Date.

                                   ARTICLE VI
                     RETIREMENT BENEFITS AND DISTRIBUTIONS





<PAGE>   55

6.1  NORMAL RETIREMENT BENEFITS.  A Participant shall be entitled to receive
the balance held in his or her account from Employer contributions upon
attaining Normal Retirement Age or at such earlier dates as the provisions of
this Article VI may allow.  If the Participant elects to continue working past
his or her Normal Retirement Age, he or she will continue as an active Plan
Participant and no distribution shall be made to such Participant until his or
her actual retirement date unless the employer elects otherwise in the Adoption
Agreement, or a minimum distribution is required by law.  Settlement shall be
made in the normal form, or if elected, in one of the optional forms of payment
provided below.

6.2  EARLY BENEFITS.  If the Employer so provides in the Adoption Agreement, an
early retirement benefit will be available to individuals who meet the age and
Service requirements.  An individual who meets the Early Retirement Age
requirements and separates from Service, will become fully vested, regardless
of any vesting schedule which otherwise might apply.  If a Participant
separates from Service before satisfying the age requirements, but after having
satisfied the Service requirement, the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3  BENEFITS ON TERMINATION OF EMPLOYMENT.

(a)      If a Participant terminates employment prior to Normal Retirement Age,
         such Participant shall be entitled to receive the vested balance held
         in his or her account payable at Normal Retirement Age in the normal
         form, or if elected, in one of the optional forms of payment provided
         hereunder.  If applicable, the Early Retirement Benefit provisions may
         be elected.  Notwithstanding the preceding sentence, a former
         Participant may, if allowed in the Adoption Agreement, make
         application to the Employer requesting early payment of any deferred
         vested and nonforfeitable benefit due.

(b)      If a Participant terminates employment, and the value of that
         Participant's vested account balance derived from Employer and
         Employee contributions is not greater than $3,500, the Participant
         will receive a lump sum distribution of the value of the entire vested
         portion of such account balance and the non-vested portion will be
         treated as a forfeiture.  For purposes of this Article, if the value
         of a Participant's vested account balance is zero, the Participant
         shall be deemed to have received a distribution of such vested account
         balance.  For Plan Years beginning prior to 1989, a Participant's
         Vested Account Balance shall not include Qualified Voluntary
         Contributions.  Notwithstanding the above, if the Employer maintains
         or has maintained a policy of not distributing any amounts until the
         Participant's Normal Retirement Age, the Employer can continue to
         uniformly apply such policy.

(c)      If a Participant terminates employment with a vested account balance
         derived from Employer and Employee contributions in excess of $3,500,
         and elects (with his or her Spouse's consent, if required) to receive
         100% of the value of his or her vested account balance in a lump sum,
         the non-vested portion will be treated as a forfeiture.  The
         Participant (and his or her Spouse, if required) must consent to any





<PAGE>   56

         distribution, when the vested account balance described above exceeds
         $3,500 or if at the time of any prior distribution it exceeded $3,500.
         For purposes of this paragraph, for Plan Years beginning prior to
         1989, a Participant's Vested Account Balance shall not include
         Qualified Voluntary Contributions.

(d)      Distribution of less than 100% of the Participant's vested account
         balance shall only be permitted if the Participant is fully vested
         upon termination of employment.

(e)      If a Participant who is not 100% vested receives or is deemed to
         receive a distribution pursuant to this paragraph and resumes
         employment covered under this Plan, the Participant shall have the
         right to repay to the Plan the full amount of the distribution
         attributable to Employer contributions on or before the earlier of the
         date that the Participant incurs 5 consecutive 1-year Breaks in
         Service following the date of distribution or five years after the
         first date on which the Participant is subsequently reemployed.  In
         such event, the Participant's account shall be restored to the value
         thereof at the time the distribution was made and may further be
         increased by the Plan's income and investment gains and/or losses on
         the undistributed amount from the date of distribution to the date of
         repayment.

(f)      A Participant shall also have the option, to postpone payment of his
         or her Plan benefits until the first day of April following the
         calendar year in which he or she attains age 70-1/2.  Any balance of a
         Participant's account resulting from his or her Employee contributions
         not previously withdrawn, if any, may be withdrawn by the Participant
         immediately following separation from Service.

(g)      If a Participant ceases to be an active Employee as a result of a
         Disability as defined at paragraph 1.21, such Participant shall be
         able to make an application for a disability retirement benefit
         payment.  The Participant's account balance will be deemed
         "immediately distributable" as set forth in paragraph 6.4, and will be
         fully vested pursuant to paragraph 9.2.

6.4  RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS.

(a)      An account balance is immediately distributable if any part of the
         account balance could be distributed to the Participant (or Surviving
         Spouse) before the Participant attains (or would have attained if not
         deceased) the later of the Normal Retirement Age or age 62.

(b)      If the value of a Participant's vested account balance derived from
         Employer and Employee Contributions exceeds (or at the time of any
         prior distribution exceeded) $3,500, and the account balance is
         immediately distributable, the Participant and his or her Spouse (or
         where either the Participant or the Spouse has died, the survivor)
         must consent to any distribution of such account balance.  The consent
         of the Participant and the Spouse shall be obtained in writing within
         the 90-day period ending on the annuity starting date, which is the
         first day of the first period for which an amount is paid as an
         annuity or any other form.  The Plan Administrator shall notify the





<PAGE>   57

         Participant and the Participant's Spouse of the right to defer any
         distribution until the Participant's account balance is no longer
         immediately distributable.  Such notification shall include a general
         description of the material features, and an explanation of the
         relative values of, the optional forms of benefit available under the
         plan in a manner that would satisfy the notice requirements of Code
         Section 417(a)(3), and shall be provided no less than 30 days and no
         more than 90 days prior to the annuity starting date.

(c)      Notwithstanding the foregoing, only the Participant need consent to
         the commencement of a distribution in the form of a qualified Joint
         and Survivor Annuity while the account balance is immediately
         distributable.  Furthermore, if payment in the form of a Qualified
         Joint and Survivor Annuity is not required with respect to the
         Participant pursuant to paragraph 8.7 of the Plan, only the
         Participant need consent to the distribution of an account balance
         that is immediately distributable.  Neither the consent of the
         Participant nor the Participant's Spouse shall be required to the
         extent that a distribution is required to satisfy Code Section
         401(a)(9) or Code Section 415.  In addition, upon termination of this
         Plan if the Plan does not offer an annuity option (purchased from a
         commercial provider), the Participant's account balance may, without
         the Participant's consent, be distributed to the Participant or
         transferred to another Defined Contribution Plan [other than an
         employee stock ownership plan as defined in Code Section 4975(e)(7)]
         within the same controlled group.

(d)      For purposes of determining the applicability of the foregoing consent
         requirements to distributions made before the first day of the first
         Plan Year beginning after 1988, the Participant's vested account
         balance shall not include amounts attributable to Qualified Voluntary
         Contributions.

6.5  NORMAL FORM OF PAYMENT.  The normal form of payment for a profit-sharing
plan satisfying the requirements of paragraph 8.7 hereof shall be a lump sum
with no option for annuity payments.  For all other plans, the normal form of
payment hereunder shall be a Qualified Joint and Survivor Annuity as provided
under Article VIII.  A Participant whose vested account balance derived from
Employer and Employee contributions exceeds $3,500, or if at the time of any
prior distribution it exceeded $3,500, shall (with the consent of his or her
Spouse) have the right to receive his or her benefit in a lump sum or in
monthly, quarterly, semi-annual or annual payments from the Fund over any
period not extending beyond the life expectancy of the Participant and his or
her Beneficiary.  For purposes of this paragraph, for Plan Years prior to 1989,
a Participant's Vested Account Balance shall not include Qualified Voluntary
Contributions.  The normal form of payment shall be automatic, unless the
Participant files a written request with the Employer prior to the date on
which the benefit is automatically payable, electing a lump sum or installment
payment option.  No amendment to the Plan may eliminate one of the optional
distribution forms listed above.

6.6  COMMENCEMENT OF BENEFITS.





<PAGE>   58

(a)      Unless the Participant elects otherwise, distribution of benefits will
         begin no later than the 60th day after the close of the Plan Year in
         which the latest of the following events occurs:

         (1)     the Participant attains age 65 (or normal retirement age if
                 earlier),

         (2)     the 10th anniversary of the year in which the Participant
                 commenced participation in the Plan, or

         (3)     the Participant terminates Service with the Employer.

(b)      Notwithstanding the foregoing, the failure of a Participant and Spouse
         (if necessary) to consent to a distribution while a benefit is
         immediately distributable, within the meaning of paragraph 6.4 hereof,
         shall be deemed an election to defer commencement of payment of any
         benefit sufficient to satisfy this paragraph.

6.7  CLAIMS PROCEDURES.  Upon retirement, death, or other severance of
employment, the Participant or his or her representative may make application
to the Employer requesting payment of benefits due and the manner of payment.
If no application for benefits is made, the Employer shall automatically pay
any vested benefit due hereunder in the normal form at the time prescribed at
paragraph 6.4.  If an application for benefits is made, the Employer shall
accept, reject, or modify such request and shall notify the Participant in
writing setting forth the response of the Employer and in the case of a denial
or modification the Employer shall:

(a)      state the specific reason or reasons for the denial,

(b)      provide specific reference to pertinent Plan provisions on which the
         denial is based,

(c)      provide a description of any additional material or information
         necessary for the Participant or his representative to perfect the
         claim and an explanation of why such material or information is
         necessary, and

(d)      explain the Plan's claim review procedure as contained in this Plan.

In the event the request is rejected or modified, the Participant or his or her
representative may within 60 days following receipt by the Participant or
representative of such rejection or modification submit a written request for
review by the Employer of its initial decision.  Within 60 days following such
request for review, the Employer shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision.
If the Participant or representative is not satisfied with the Employer's final
decision, the Participant or representative can institute an action in a
federal court of competent jurisdiction; for this purpose, process would be
served on the Employer.

6.8  IN-SERVICE WITHDRAWALS.  An Employee may withdraw all or any part of the
fair market value of his or her Mandatory Contributions, Voluntary
Contributions, Qualified Voluntary Contributions or Rollover Contributions,
upon written request to the Employer.  Transfer Contributions, which





<PAGE>   59

originate from a Plan meeting the safe-harbor provisions of paragraph 8.7, may
also be withdrawn, by an Employee, upon written request to the Employer.
Transfer Contributions not meeting the safe-harbor provisions may only be
withdrawn upon retirement, death disability, termination or termination of the
Plan, and will be subject to Spousal consent requirements contained in Code
Sections 411(a)(11) and 417.  Such request shall include the Participant's
address, social security number, birthdate, and amount of the withdrawal.  If
at the time a distribution of Qualified Voluntary Contributions is received the
Participant has not attained age 59-1/2 and is not disabled, as defined at Code
Section 22(e)(3), the Participant will be subject to a federal income tax
penalty, unless the distribution is rolled over to a qualified plan or
individual retirement plan within 60 days of the date of distribution.  A
Participant may withdraw all or any part of the fair market value of his or her
pre-1987 Voluntary Contributions with or without withdrawing the earnings
attributable thereto.  Post-1986 Voluntary Contributions may only be withdrawn
along with a portion of the earnings thereon.  The amount of the earnings to be
withdrawn is determined by using the formula: DA[1-(V / V + E)], where DA is
the distribution amount, V is the amount of Voluntary Contributions and V + E
is the amount of Voluntary Contributions plus the earnings attributable
thereto.  A Participant withdrawing his or her other contributions prior to
attaining age 59-1/2, will be subject to a federal tax penalty to the extent
that the withdrawn amounts are includible in income.  Unless the Employer
provides otherwise in the Adoption Agreement, any Participant in a
profit-sharing plan who is 100% fully vested in his or her Employer
contributions may withdraw all or any part of the fair market value of any of
such contributions that have been in the account at least two years, plus the
investment earnings thereon, without separation from Service.  Such
distributions shall not be eligible for redeposit to the Fund.  A withdrawal
under this paragraph shall not prohibit such Participant from sharing in any
future Employer Contribution he or she would otherwise be eligible to share in.
A request to withdraw amounts pursuant to this paragraph must if applicable, be
consented to by the Participant's Spouse.  The consent shall comply with the
requirements of paragraph 6.4 relating to immediate distributions.  Elective
Deferrals, Qualified Non-elective Contributions, and Qualified Matching
Contributions, and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with such
Participant's or Beneficiary's or Beneficiaries' election, earlier than upon
separation from Service, death, or Disability.  Such amounts may also be
distributed upon:

(a)      Termination of the Plan without the establishment of another Defined
         Contribution Plan.

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

(c)      The disposition by a corporation to an unrelated entity of such
         corporation's interest in a subsidiary [within the meaning of Code
         Section 409(d)(3)] if such corporation continues to maintain this





<PAGE>   60

         plan, but only with respect to Employees who continue employment with
         such subsidiary.
 
(d)      The attainment of age 59-1/2.

(e)      The Hardship of the Participant as described in paragraph 6.9.

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

6.9  HARDSHIP WITHDRAWAL.  If permitted by the Trustee/Custodian and the
Employer in the Adoption Agreement, a Participant may request a Hardship
withdrawal prior to attaining age 59-1/2.  If the Participant has not attained
age 59-1/2, the Participant may be subject to a federal income tax penalty.
Such request shall be in writing to the Employer who shall have sole authority
to authorize a hardship withdrawal, pursuant to the rules below.  Hardship
withdrawals may include Elective Deferrals regardless of when contributed and
any earnings accrued and credited thereon as of the last day of the Plan Year
ending before July 1, 1989 and Employer related contributions plus the
investment earnings thereon to the extent vested.  Qualified Matching
Contributions, Qualified Non-Elective Contributions and Elective Deferrals
reclassified as Voluntary Contributions plus the investment earnings thereon
are only available for hardship withdrawal prior to age 59-1/2 to the extent
that they were credited to the Participant's Account as of the last day of the
Plan Year ending prior to July 1, 1989.  The Plan Administrator may limit
withdrawals to Elective Deferrals and the earnings thereon as stipulated above.
Hardship withdrawals are subject to the Spousal consent requirements contained
in Code Sections 401(a)(11) and 417.  Only the following reasons are valid to
obtain hardship withdrawal:

(a)      medical expenses [within the meaning of Code Section 213(d)], incurred
         or necessary for the medical care of the Participant, his or her
         Spouse, children and other dependents,

(b)      the purchase (excluding mortgage payments) of the principal residence
         for the Participant,

(c)      payment of tuition and related educational expenses for the next
         twelve (12) months of post-secondary education for the Participant,
         his or her Spouse, children or other dependents, or

(d)      the need to prevent eviction of the Employee from or a foreclosure on
         the mortgage of, the Employee's principal residence.

Furthermore, the following conditions must be met in order for a withdrawal to
be authorized:

(e)      the Participant has obtained all distributions, other than hardship
         distributions, and all nontaxable loans under all plans maintained by
         the Employer,

(f)      all plans maintained by the Employer, other than flexible benefit
         plans under Code Section 125 providing for current benefits, provide





<PAGE>   61

         that the Employee's Elective Deferrals and Voluntary Contributions
         will be suspended for twelve months after the receipt of the Hardship
         distribution,

(g)      the distribution is not in excess of the amount of the immediate and
         heavy financial need [(a) through (d) above], including amounts
         necessary to pay any federal, state or local income tax or penalties
         reasonably anticipated to result from the distribution, and

(h)      all plans maintained by the Employer provide that an Employee may not
         make Elective Deferrals for the Employee's taxable year immediately
         following the taxable year of the hardship distribution in excess of
         the applicable limit under Code Section 402(g) for such taxable year,
         less the amount of such Employee's pre-tax contributions for the
         taxable year of the hardship distribution.

If a distribution is made at a time when a Participant has a nonforfeitable
right to less than 100% of the account balance derived from Employer
contributions and the Participant may increase the nonforfeitable percentage in
the account:

(a)      A separate account will be established for the Participant's interest
         in the Plan as of the time of the distribution, and

(b)      At any relevant time the Participant's nonforfeitable portion of the
         separate account will be equal to an amount ("X") determined by the
         formula:

                          X = P [AB + (R X D)] -(R X D)

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

                                  ARTICLE VII
                           DISTRIBUTION REQUIREMENTS

7.1  JOINT AND SURVIVOR ANNUITY REQUIREMENTS.  All distributions made under the
terms of this Plan must comply with the provisions of Article VIII including,
if applicable, the safe harbor provisions thereunder.

7.2  MINIMUM DISTRIBUTION REQUIREMENTS.  All distributions required under this
Article shall be determined and made in accordance with the minimum
distribution requirements of Code Section 401 (a)(9) and the regulations
thereunder, including the minimum distribution incidental benefit rules found
at Regulations Section 1.401(a)(9)-2.  The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
Required Beginning Date.  Life expectancy and joint and last survivor life
expectancy are computed by using the expected return multiples found in Tables
V and VI of Regulations Section 1.72-9.

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





<PAGE>   62


(a)      the life of the Participant,

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

(c)      a period certain not extending beyond the life expectancy of the
         participant, or

(d)      a period certain not extending beyond the joint and last survivor
         expectancy of the Participant and a designated beneficiary.

7.4  REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

(a)      If a participant's benefit is to be distributed over (1) a period not
         extending beyond the life expectancy of the Participant or the joint
         life and last survivor expectancy of the Participant and the
         Participant's Designated Beneficiary or(2) a period not extending
         beyond the life expectancy of the Designated Beneficiary, the amount
         required to be distributed for each calendar year, beginning with
         distributions for the First Distribution Calendar Year, must at least
         equal the quotient obtained by dividing the Participant's benefit by
         the Applicable Life Expectancy.

(b)      For calendar years beginning before 1989, if the Participant's Spouse
         is not the Designated Beneficiary, the method of distribution selected
         must have assured that at least 50% of the Present Value of the amount
         available for distribution was to be paid within the life expectancy
         of the Participant.

(c)      For calendar years beginning after 1988, the amount to be distributed
         each year, beginning with distributions for the First Distribution
         Calendar Year shall not be less than the quotient obtained by dividing
         the Participant's benefit by the lesser of (1) the Applicable Life
         Expectancy or (2) if the Participant's Spouse is not the Designated
         Beneficiary, the applicable divisor determined from the table set
         forth in Q&A-4 of Regulations Section 1.401(a)(9)-2.  Distributions
         after the death of the Participant shall be distributed using the
         Applicable Life Expectancy as the relevant divisor without regard to
         Regulations Section 1.401(a)(9)-2.

(d)      The minimum distribution required for the Participant's First
         Distribution Calendar Year must be made on or before the Participant's
         Required Beginning Date.  The minimum distribution for other calendar
         years, including the minimum distribution for the Distribution
         Calendar Year in which the Participant's Required Beginning Date
         occurs, must be made on or before December 31 of that Distribution
         Calendar Year.

(e)      If the Participant's benefit is distributed in the form of an annuity
         purchased from an insurance company, distributions thereunder shall be
         made in accordance with the requirements of Code Section 401(a)(9) and
         the Regulations thereunder.

(f)      For purposes of determining the amount of the required distribution
         for each Distribution Calendar Year, the account balance to be used is
         the account balance determined as of the last valuation preceding





<PAGE>   63

         the Distribution Calendar Year.  This balance will be increased by the
         amount of any contributions or forfeitures allocated to the account
         balance after the valuation date in such preceding calendar year.
         Such balance will also be decreased by distributions made after the
         Valuation Date in such preceding Calendar Year.

(g)      For purposes of subparagraph 7.4(f), if any portion of the minimum
         distribution for the First Distribution Calendar Year is made in the
         second Distribution Calendar Year on or before the Required Beginning
         Date, the amount of the minimum distribution made in the second
         Distribution Calendar Year shall be treated as if it had been made in
         the immediately preceding Distribution Calendar Year.

7.5  REQUIRED BEGINNING DATE.

(a)      General Rule.  The Required Beginning Date of a Participant is the
         first day of April of the calendar year following the calendar year in
         which the Participant attains age 70-l/2.

(b)      Transitional Rules.  The Required Beginning Date of a Participant who
         attains age 70-1/2 before 1988, shall be determined in accordance with
         (l) or (2) below:

         (1)     Non-5-percent owners.  The Required Beginning Date of a
                 Participant who is not a 5-percent owner is the first day of
                 April of the calendar year following the calendar year in
                 which the later of retirement or attainment of age 70-1/2
                 occurs.  In the case of a Participant who is not a 5-percent
                 owner who attains age 70-1/2 during 1988 and who has not
                 retired as of January 1, 1989, the Required Beginning Date is
                 April 1, 1990.

         (2)     5-percent owners.  The Required Beginning Date of a
                 Participant who is a 5-percent owner during any year beginning
                 after 1979, is the first day of April following the later of:

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

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

(c)      A Participant is treated as a 5-percent owner for purposes of this
         Paragraph if such Participant is a 5-percent owner as defined in Code
         Section 416(i) (determined in accordance with Code Section 416 but
         without regard to whether the Plan is Top-Heavy) at any time during
         the Plan Year ending with or within the calendar year in which such
         Owner attains age 66-1/2 or any subsequent Plan Year.

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

7.6  TRANSITIONAL RULE.





<PAGE>   64


(a)      Notwithstanding the other requirements of this Article and subject to
         the requirements of Article VIII, Joint and Survivor Annuity
         Requirements, distribution on behalf of any Employee, including a
         5-percent owner, may be made in accordance with all of the following
         requirements (regardless of when such distribution commences):

         (1)     The distribution by the Trust is one which would not have
                 disqualified such Trust under Code Section 401(a)(9) as in
                 effect prior to amendment by the Deficit Reduction Act of
                 1984.

         (2)     The distribution is in accordance with a method of
                 distribution designated by the Employee whose interest in the
                 Trust is being distributed or, if the Employee is deceased, by
                 a beneficiary of such Employee.

         (3)     Such designation was in writing, was signed by the Employee or
                 the beneficiary, and was made before 1984.

         (4)     The Employee had accrued a benefit under the Plan as of
                 December 31, 1983.

         (5)     The method of distribution designated by the Employee or the
                 beneficiary specifies the time at which distribution will
                 commence, the period over which distributions will be made,
                 and in the case of any distribution upon the Employee's death,
                 the beneficiaries of the Employee listed in order of priority.

(b)      A distribution upon death will not be covered by this transitional
         rule unless the information in the designation contains the required
         information described above with respect to the distributions to be
         made upon the death of the Employee.

(c)      For any distribution which commences before 1984, but continues after
         1983, the Employee or the beneficiary, to whom such distribution is
         being made, will be presumed to have designated the method of
         distribution under which the distribution is being made if the method
         of distribution was specified in writing and the distribution
         satisfies the requirements in subparagraphs (a)(1) and (5) above.

(d)      If a designation is revoked, any subsequent distribution must satisfy
         the requirements of Code Section 401(a)(9) and the regulations
         thereunder.  If a designation is revoked subsequent to the date
         distributions are required to begin, the Trust must distribute by the
         end of the calendar year following the calendar year in which the
         revocation occurs the total amount not yet distributed which would
         have been required to have been distributed to satisfy Code Section
         401(a)(9) and the regulations thereunder, but for the section
         242(b)(2) election of the Tax Equity and Fiscal Responsibility Act of
         1982.  For calendar years beginning after 1988, such distributions
         must meet the minimum distribution incidental benefit requirements in
         section 1.401(a)(9)-2 of the Income Tax Regulations.  Any changes in
         the designation will be considered to be a revocation of the
         designation.  However, the mere substitution or addition of another
         beneficiary (one not named in the designation) under the designation
         will not be considered to be a revocation of the designation, so long





<PAGE>   65

         as such substitution or addition does not alter the period over which
         distributions are to be made under the designation, directly or
         indirectly (for example, by altering the relevant measuring life).  In
         the case in which an amount is transferred or rolled over from one
         plan to another plan, the rules in Q&A J-2 and Q&A J-3 of the
         regulations shall apply.

7.7  DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT.  Each Participant shall file
a written designation of beneficiary with the Employer upon qualifying for
participation in this Plan.  Such designation shall remain in force until
revoked by the Participant by filing a new beneficiary form with the Employer.
The Participant may elect to have a portion of his or her account balance
invested in an insurance contract.  If an insurance contract is purchased under
the Plan, the Trustee must be named as Beneficiary under the terms of the
contract.  However, the Participant shall designate a Beneficiary to receive
the proceeds of the contract after settlement is received by the Trustee.
Under a profit-sharing plan satisfying the requirements of paragraph 8.7, the
Designated Beneficiary shall be the Participant's Surviving Spouse, if any,
unless such Spouse properly consents otherwise.

7.8  NONEXISTENCE OF BENEFICIARY.  Any portion of the amount payable hereunder
which is not disposed of because of the Participant's or former Participant's
failure to designate a beneficiary, or because all of the Designated
Beneficiaries predeceased the Participant, shall be paid to his or her Spouse.
If the Participant had no Spouse at the time of death, payment shall be made to
the personal representative of his or her estate in a lump sum.

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

7.10  DISTRIBUTION BEGINNING AFTER DEATH.  If the Participant dies before
distribution of his or her interest begins, distribution of the Participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death except to the
extent that an election is made to receive distributions in accordance with (a)
or (b) below:

(a)      If any portion of the Participant's interest is payable to a
         Designated Beneficiary, distributions may be made over the life or
         over a period certain not greater than the life expectancy of the
         Designated Beneficiary commencing on or before December 31 of the
         calendar year immediately following the calendar year in which the
         Participant died;

(b)      If the Designated Beneficiary is the Participant's surviving Spouse,
         the date distributions are required to begin in accordance with (a)
         above shall not be earlier than the later of (1) December 31 of the
         calendar year immediately following the calendar year in which the
         participant died or (2) December 31 of the calendar year in which the
         Participant would have attained age 70-1/2.





<PAGE>   66

If the Participant has not made an election pursuant to this paragraph 7.10 by
the time of his or her death, the Participant's Designated Beneficiary must
elect the method of distribution no later than the earlier of (1) December 31
of the calendar year in which distributions would be required to begin under
this section, or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the participant.  If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a
method of distribution, then distribution of the Participant's entire interest
must be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

For purposes of this paragraph if the Surviving Spouse dies after the
Participant, but before payments to such Spouse begin, the provisions of this
paragraph with the exception of paragraph (b) therein, shall be applied as if
the Surviving Spouse were the Participant.  For the purposes of this paragraph
and paragraph 7.9, distribution of a Participant's interest is considered to
begin on the Participant's Required Beginning Date (or, if the preceding
sentence is applicable, the date distribution is required to begin to the
Surviving Spouse).  If distribution in the form of an annuity described in
paragraph 7.4(e) irrevocably commences to the Participant before the Required
Beginning Date, the date distribution is considered to begin is the date
distribution actually commences.

For purposes of paragraph 7.9 and this paragraph, any amount paid to a child of
the Participant will be treated as if it had been paid to the Surviving Spouse
if the amount becomes payable to the Surviving Spouse when the child attains
the age of majority.

7.11  DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS.

(a)      Notwithstanding any other provision of the Plan, Excess Elective
         Deferrals plus any income and minus any loss allocable thereto, shall
         be distributed no later than April 15, 1988, and each April 15
         thereafter, to Participants to whose accounts Excess Elective
         Deferrals were allocated for the preceding taxable year, and who claim
         Excess Elective Deferrals for such taxable year.  Excess Elective
         Deferrals shall be treated as Annual Additions under the plan, unless
         such amounts are distributed no later than the first April 15th
         following the close of the Participant's taxable year.  A Participant
         is deemed to notify the Plan Administrator of any Excess Elective
         Deferrals that arise by taking into account only those Elective
         Deferrals made to this Plan and any other plans of this Employer.

(b)      Furthermore, a Participant who participates in another plan allowing
         Elective Deferrals may assign to this Plan any Excess Elective
         Deferrals made during a taxable year of the Participant, by notifying
         the Plan Administrator of the amount of the Excess Elective Deferrals
         to be assigned.  The Participant's claim shall be in writing; shall be
         submitted to the Plan Administrator not later than March 1 of each
         year; shall specify the amount of the Participant's Excess Elective
         Deferrals for the preceding taxable year; and shall be accompanied by
         the Participant's written statement that if such amounts are not
         distributed, such Excess Elective Deferrals, when added to amounts
         deferred under other plans or arrangements described in Code Sections
         401(k), 408(k) [Simplified Employee Pensions], or 403(b) [annuity





<PAGE>   67

         programs for public schools and charitable organizations] will exceed
         the $7,000 limit as adjusted under Code Section 415(d) imposed on the
         Participant by Code Section 402(g) for the year in which the deferral
         occurred.

(c)      Excess Elective Deferrals shall be adjusted for any income or loss up
         to the end of the taxable year, during which such excess was deferred.
         Income or loss will be calculated under the method used to calculate
         investment earnings and losses elsewhere in the Plan.

(d)      If the Participant receives a return of his or her Elective Deferrals,
         the amount of such contributions which are returned must be brought
         into the Employee's taxable income.

7.12  DISTRIBUTIONS OF EXCESS CONTRIBUTIONS.

(a)      Notwithstanding any other provision of this Plan, Excess
         Contributions, plus any income and minus any loss allocable thereto,
         shall be distributed no later than the last day of each Plan Year to
         Participants to whose accounts such Excess Contributions were
         allocated for the preceding Plan Year.  If such excess amounts are
         distributed more than 2-1/2 months after the last day of the Plan Year
         in which such excess amounts arose, a ten (10) percent excise tax will
         be imposed on the Employer maintaining the Plan with respect to such
         amounts.  Such distributions shall be made to Highly Compensated
         Employees on the basis of the respective portions of the Excess
         Contributions attributable to each of such Employees.  Excess
         Contributions of Participants who are subject to the Family Member
         aggregation rules of Code Section 414(q)(6) shall be allocated among
         the Family Members in proportion to the Elective Deferrals (and
         amounts treated as Elective Deferrals) of each Family Member that is
         combined to determine the Average Deferral Percentage.

(b)      Excess Contributions (including the amounts recharacterized) shall be
         treated as Annual Additions under the Plan.

(c)      Excess Contributions shall be adjusted for any income or loss up to
         the end of the Plan Year.  Income or loss will be calculated under the
         method used to calculate investment earnings and losses elsewhere in
         the Plan.

(d)      Excess Contributions shall be distributed from the Participant's
         Elective Deferral account and Qualified Matching Contribution account
         (if applicable) in proportion to the Participant's Elective Deferrals
         and Qualified Matching Contributions (to the extent used in the ADP
         test) for the Plan Year.  Excess Contributions shall be distributed
         from the Participant's Qualified Non-Elective Contribution account
         only to the extent that such Excess Contributions exceed the balance
         in the Participant's Elective Deferral account and Qualified Matching
         Contribution account.

7.13  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.

(a)      Notwithstanding any other provision of this Plan, Excess Aggregate
         Contributions, plus any income and minus any loss allocable thereto,





<PAGE>   68

         shall be forfeited, if forfeitable, or if not forfeitable, distributed
         no later than the last day of each Plan Year to Participants to whose
         accounts such Excess Aggregate Contributions were allocated for the
         preceding Plan Year.  Excess Aggregate Contributions shall be
         allocated to Participants who are subject to the Family Member
         aggregation rules of Code Section 414(q)(6) in the manner prescribed
         by the regulations.  If such Excess Aggregate Contributions are
         distributed more than 2-1/2 months after the last day of the Plan Year
         in which such excess amounts arose, a ten (10) percent excise tax will
         be imposed on the Employer maintaining the Plan with respect to those
         amounts.  Excess Aggregate Contributions shall be treated as Annual
         Additions under the plan.

(b)      Excess Aggregate Contributions shall be adjusted for any income or
         loss up to the end of the Plan Year.  The income or loss allocable to
         Excess Aggregate Contributions is the sum of income or loss for the
         Plan Year allocable to the Participant's Voluntary Contribution
         account, Matching Contribution account (if any, and if all amounts
         herein are not used in the ADP test) and, if applicable, Qualified
         Non-Elective Contribution account and Elective Deferral account Income
         or loss will be calculated under the method used to calculate
         investment earnings and losses elsewhere in the Plan.

(c)      Forfeitures of Excess Aggregate Contributions may either be
         reallocated to the accounts of non-Highly Compensated Employees or
         applied to reduce Employer contributions, as elected by the employer
         in the Adoption Agreement.

(d)      Excess Aggregate Contributions shall be forfeited if such amount is
         not vested.  If vested, such excess shall be distributed on a pro-rata
         basis from the Participant's Voluntary Contribution account (and, if
         applicable, the Participant's Qualified Non-Elective Contribution
         account, Matching Contribution account, Qualified Matching
         Contribution account, or Elective Deferral account, or both).

7.14  ESCHEAT.  In the event any vested account balance is unclaimed and the
Plan Administrator is unable to determine the whereabouts of the Participant,
beneficiary or any other person whose benefits from the Plan are due, within
three years from the date such benefit would otherwise be payable, such vested
account balance shall be forfeited and revert to and become part of the Trust
upon written direction of the Plan Administrator; provided, however, such
unclaimed benefits shall be reinstated from earnings and forfeitures, and
Employer Contributions designated for that purpose if the claimant to whom such
benefit is due and owing subsequently makes written application to the Plan
Administrator.  The Plan Administrator also reserves the right, with the
consent of the Trustee/Custodian, to direct the Trustee/Custodian to dispose of
any unclaimed benefits under the escheat statutes of the applicable state law,
as defined in Article XVI.

                                  ARTICLE VIII
                    JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1  APPLICABILITY OF PROVISIONS.  The provisions of this Article shall apply
to any Participant who is credited with at least one Hour of Service





<PAGE>   69

with the Employer on or after August 23,1984 and such other Participants as
provided in paragraph 8.8.

8.2  PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY.  Unless an optional form
of benefit is selected pursuant to a Qualified Election within the 90-day
period ending on the Annuity Starting Date, a married Participant's Vested
Account Balance will be paid in the form of a Qualified Joint and Survivor
Annuity and an unmarried Participant's Vested Account Balance will be paid in
the form of a life annuity.  The Participant may elect to have such annuity
distributed upon attainment of the Early Retirement Age under the Plan.

8.3  PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY.  Unless an optional
form of benefit has been selected within the Election Period pursuant to a
Qualified Election, if a Participant dies before benefits have commenced then
the Participant's vested account balance shall be paid in the form of an
annuity for the life of the Surviving Spouse.  The Surviving Spouse may elect
to have such annuity distributed within a reasonable period after the
Participant's death.

A Participant who does not meet the age 35 requirement set forth in the
Election Period as of the end of any current Plan Year may make a special
qualified election to waive the qualified Pre-retirement Survivor Annuity for
the period beginning on the date of such election and ending on the first day
of the Plan Year in which the Participant will attain age 35. Such election
shall not be valid unless the Participant receives a written explanation of the
Qualified Pre-retirement Survivor Annuity in such terms as are comparable to
the explanation required under paragraph 8.5.  Qualified Pre-retirement
Survivor Annuity coverage will be automatically reinstated as of the first day
of the Plan Year in which the Participant attains age 35.  Any new waiver on or
after such date shall be subject to the full requirements of this Article.

8.4  QUALIFIED ELECTION.  A Qualified Election is an election to either waive a
Qualified Joint and Survivor Annuity or a qualified pre-retirement survivor
annuity.  Any such election shall not be effective unless:

(a)      the Participant's Spouse consents in writing to the election;

(b)      the election designates a specific beneficiary, including any class of
         beneficiaries or any contingent beneficiaries, which may not be
         changed without spousal consent (or the Spouse expressly permits
         designations by the Participant without any further spousal consent);

(c)      the Spouse's consent acknowledges the effect of the election; and

(d)      the Spouse's consent is witnessed by a Plan representative or notary
         public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor
Annuity shall not be effective unless the election designates a form of benefit
payment which may not be changed without spousal consent (or the Spouse
expressly permits designations by the Participant without any further spousal
consent).  If it is established to the satisfaction of the Plan Administrator
that there is no Spouse or that the Spouse cannot be





<PAGE>   70

located, a waiver will be deemed a Qualified Election.  Any consent by a Spouse
obtained under this provision (or establishment that the consent of a Spouse
may not be obtained) shall be effective only with respect to such Spouse.  A
consent that permits designations by the Participant without any requirement of
further consent by such Spouse must acknowledge that the Spouse has the right
to limit consent to a specific beneficiary, and a specific form of benefit
where applicable, and that the Spouse voluntarily elects to relinquish either
or both of such rights.  A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the
commencement of benefits.  The number of revocations shall not be limited.  No
consent obtained under this provision shall be valid unless the Participant has
received notice as provided in paragraphs 8.5 and 8.6 below.

8.5  NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY.  In the case
of a Qualified Joint and Survivor Annuity, the Plan Administrator shall, no
less than 30 days and no more than 90 days prior to the Annuity Starting date,
provide each Participant a written explanation of:

(a)      the terms and conditions of a Qualified Joint and Survivor Annuity;

(b)      the Participant's right to make and the effect of an election to waive
         the Qualified Joint and Survivor Annuity form of benefit;

(c)      the rights of a Participant's Spouse; and

(d)      the right to make, and the effect of, a revocation of a previous
         election to waive the Qualified Joint and Survivor Annuity.

8.6  NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY.  In the
case of a qualified pre-retirement survivor annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the
applicable period for such Participant a written explanation of the qualified
pre-retirement survivor annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the requirements of
paragraph 8.5 applicable to a Qualified Joint and Survivor Annuity.  The
applicable period for a Participant is whichever of the following periods ends
last:

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

(b)      a reasonable period ending after the individual becomes a Participant;

(c)      a reasonable period ending after this Article first applies to the
         Participant.  Notwithstanding the foregoing, notice must be provided
         within a reasonable period ending after separation from Service in the
         case of a Participant who separates from Service before attaining age
         35.

For purposes of applying the preceding paragraph, a reasonable period ending
after the events described in (b) and (c) is the end of the two-year period
beginning one-year prior to the date the applicable event occurs, and ending
one-year after that date.  In the case of a Participant who





<PAGE>   71

separates from Service before the Plan Year in which age 35 is attained, notice
shall be provided within the two-year period beginning one year prior to
separation and ending one year after separation.  If such a Participant
subsequently returns to employment with the Employer, the applicable period for
such Participant shall be re-determined.

8.7 SPECIAL SAFE-HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING PLANS.

(a)      This paragraph shall apply to a Participant in a profit-sharing plan,
         and to any distribution, made on or after the first day of the first
         plan year beginning after 1988, from or under a separate account
         attributable solely to Qualified Voluntary contributions, as
         maintained on behalf of a Participant in a money purchase pension
         plan, (including a target benefit plan) if the following conditions
         are satisfied:

(1) the Participant does not or cannot elect payments in the form of a life
annuity; and

(2) on the death of a Participant, the Participant's Vested Account Balance
will be paid to the Participant's Surviving Spouse, but if there is no
Surviving Spouse, or if the Surviving Spouse has consented in a manner
conforming to a Qualified Election, then to the Participant's Designated
Beneficiary.

The Surviving Spouse may elect to have distribution of the Vested Account
Balance commence within the 90-day period following the date of the
Participant's death.

The account balance shall be adjusted for gains or losses occurring after the
Participant's death in accordance with the provisions of the Plan governing the
adjustment of account balances for other types of distributions.  These
safe-harbor rules shall not be operative with respect to a Participant in a
profit-sharing plan if that plan is a direct or indirect transferee of a
Defined Benefit Plan, money purchase plan, a target benefit plan, stock bonus
plan, or profit-sharing plan which is subject to the survivor annuity
requirements of Code Section 401 (a)(11) and Code Section 417, and would
therefore have a Qualified Joint and Survivor Annuity as its normal form of
benefit.

(b)      The Participant may waive the spousal death benefit described in this
         paragraph at any time provided that no such waiver shall be effective
         unless it satisfies the conditions (described in paragraph 8.4) that
         would apply to the Participant's waiver of the Qualified
         Pre-Retirement Survivor Annuity.

(c)      If this paragraph 8.7 is operative, then all other provisions of this
         Article other than paragraph 8.8 are inoperative.

8.8  TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES.  Special transition rules
apply to Participants who were not receiving benefits on August 23, 1984.

(a)      Any living Participant not receiving benefits on August 23, 1984, who
         would otherwise not receive the benefits prescribed by the previous





<PAGE>   72

         paragraphs of this Article, must be given the opportunity to elect to
         have the prior paragraphs of this Article apply if such Participant is
         credited with at least one Hour of Service under this Plan or a
         predecessor Plan in a Plan Year beginning on or after January 1, 1976
         and such Participant had at least 10 Years of Service for vesting
         purposes when he or she separated from Service.

(b)      Any living Participant not receiving benefits on August 23, 1984, who
         was credited with at least one Hour of Service under this Plan or a
         predecessor Plan on or after September 2, 1974, and who is not
         otherwise credited with any Service in a Plan Year beginning on or
         after January 1, 1976, must be given the opportunity to have his or
         her benefits paid in accordance with paragraph 8.9.

(c)      The respective opportunities to elect [as described in (a) and (b)
         above] must be afforded to the appropriate Participants during the
         period commencing on August 23, 1984 and ending on the date benefits
         would otherwise commence to said Participants.

8.9  AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY.  Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant
who does not elect under paragraph 8.8(a) or who meets the requirements of
paragraph 8.8(a), except that such Participant does not have at least 10 years
of vesting Service when he or she separates from Service, shall have his or her
benefits distributed in accordance with all of the following requirements if
benefits would have been payable in the form of a life annuity.

(a)      Automatic Joint and Survivor Annuity.  If benefits in the form of a
         life annuity become payable to a married Participant who:

         (1)     begins to receive payments under the Plan on or after Normal
                 Retirement Age, or

         (2)     dies on or after Normal Retirement Age while still working for
                 the Employer, or

         (3)     begins to receive payments on or after the Qualified Early
                 Retirement Age, or

         (4)     separates from Service on or after attaining Normal Retirement
                 (or the Qualified Early Retirement Age) and after satisfying
                 the eligibility requirements for the payment of benefits under
                 the Plan and thereafter dies before beginning to receive such
                 benefits, then such benefits will be received under this Plan
                 in the form of a Qualified Joint and Survivor Annuity, unless
                 the Participant has elected otherwise during the Election
                 Period.  The Election Period must begin at least 6 months
                 before the Participant attains Qualified Early Retirement Age
                 and end not more than 90 days before the commencement of
                 benefits.  Any election will be in writing and may be changed
                 by the Participant at any time.

(b)      Election of Early Survivor Annuity.  A Participant who is employed
         after attaining the Qualified Early Retirement Age will be given the





<PAGE>   73

         opportunity to elect, during the Election Period, to have a survivor
         annuity payable on death.  If the Participant elects the survivor
         annuity, payments under such annuity must not be less than the
         payments which would have been made to the Spouse under the Qualified
         Joint and Survivor Annuity if the Participant had retired on the day
         before his or her death.  Any election under this provision will be in
         writing and may be changed by the Participant at any time.  The
         Election Period begins on the later of:

(1) the 90th day before the Participant attains the Qualified Early Retirement
Age, or

(2) the date on which participation begins, and ends on the date the
Participant terminates employment.

8.10  ANNUITY CONTRACTS.  Any annuity contract distributed under this Plan must
be nontransferable.  The terms of any annuity contract purchased and
distributed by the Plan to a Participant or Spouse shall comply with the
requirements of this Plan.

                                   ARTICLE IX
                                    VESTING

9.1  EMPLOYEE CONTRIBUTIONS.  A Participant shall always have a 100% vested and
nonforfeitable interest in his or her Elective Deferrals, Voluntary
Contributions, Qualified Voluntary Contributions, Rollover Contributions, and
Transfer Contributions plus the earnings thereon.  No forfeiture of Employer
related contributions (including any minimum contributions made under paragraph
14.2) will occur solely as a result of an Employee's withdrawal of any Employee
contributions.

9.2  EMPLOYER CONTRIBUTIONS.  A Participant shall acquire a vested and
nonforfeitable interest in his or her account attributable to Employer
contributions in accordance with the table selected in the Adoption Agreement,
provided that if a Participant is not already fully vested, he or she shall
become so upon attaining Normal Retirement Age, Early Retirement Age, on death
prior to normal retirement, on retirement due to Disability, or on termination
of the Plan.

9.3  COMPUTATION PERIOD.  The computation period for purposes of determining
Years of Service and Breaks in Service for purposes of computing a
Participant's nonforfeitable right to his or her account balance derived from
Employer contributions shall be determined by the Employer in the Adoption
Agreement.  In the event a former Participant with no vested interest in his or
her Employer contribution account requalifies for participation in the Plan
after incurring a Break in Service, such Participant shall be credited for
vesting with all pre-break and post-break Service.

9.4  REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE.  The
account balance of such Participant shall consist of any undistributed amount
in his or her account as of the date of re-employment plus any future
contributions added to such account plus the investment earnings on the
account.  The vested account balance of such Participant shall be determined by
multiplying the Participant's account balance (adjusted to





<PAGE>   74

include any distribution or redeposit made under paragraph 6.3) by such
Participant's vested percentage.  All Service of the Participant, both prior to
and following the break, shall be counted when computing the Participant's
vested percentage.

9.5  REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE.  If
such Participant is not fully vested upon re-employment, a new account shall be
established for such Participant to separate his or her deferred vested and
nonforfeitable account, if any, from the account to which new allocations will
be made.  The Participant's deferred account to the extent remaining shall be
fully vested and shall continue to share in earnings and losses of the Fund.
When computing the Participant's vested portion of the new account, all
pre-break and post-break Service shall be counted.  However, notwithstanding
this provision, no such former Participant who has had five consecutive
one-year Breaks in Service shall acquire a larger vested and nonforfeitable
interest in his or her prior account balance as a result of requalification
hereunder.

9.6  CALCULATING VESTED INTEREST.  A Participant's vested and nonforfeitable
interest shall be calculated by multiplying the fair market value of his or her
account attributable to Employer contributions on the Valuation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or
her termination date.  The amount attributable to Employer contributions for
purposes of the calculation includes amounts previously paid out pursuant to
paragraph 6.3 and not repaid.  The Participant's vested and nonforfeitable
interest, once calculated above, shall be reduced to reflect those amounts
previously paid out to the Participant and not repaid by the Participant.  The
Participant's vested and nonforfeitable interest so determined shall continue
to share in the investment earnings and any increase or decrease in the fair
market value of the Fund up to the Valuation Date preceding or coinciding with
payment.

9.7  FORFEITURES.  Any balance in the account of a Participant who has
separated from Service to which he or she is not entitled under the foregoing
provisions, shall be forfeited and applied as provided in the Adoption
Agreement.  A forfeiture may only occur if the Participant has received a
distribution from the Plan or if the Participant has incurred five consecutive
1-year Breaks in Service.  Furthermore, a Highly Compensated Employee's
Matching Contributions may be forfeited, even if vested, if the contributions
to which they relate are Excess Deferrals, Excess Contributions or Excess
Aggregate Contributions.

9.8  AMENDMENT OF VESTING SCHEDULE.  No amendment to the Plan shall have the
effect of decreasing a Participant's vested interest determined without regard
to such amendment as of the later of the date such amendment is adopted or the
date it becomes effective.  Further, if the vesting schedule of the Plan is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of any Participant's nonforfeitable percentage or if the Plan
is deemed amended by an automatic change to or from a Top-Heavy vesting
schedule, each Participant with at least three Years of Service with the
Employer may elect, within a reasonable period after the adoption of the
amendment, to have his or her nonforfeitable percentage computed under the Plan
without regard to such amendment.  For Participants who do not have at least
one Hour of Service in any Plan Year





<PAGE>   75

beginning after 1988, the preceding sentence shall be applied by substituting
"Five Years of Service" for "Three Years of Service" where such language
appears.  The period during which the election may be made shall commence with
the date the amendment is adopted and shall end on the later of:

(a)      60 days after the amendment is adopted;

(b)      60 days after the amendment becomes effective; or

(c)      60 days after the Participant is issued written notice of the
         amendment by the Employer or the Trustee/Custodian.  If the
         Trustee/Custodian is asked to so notify, the Fund will be charged for
         the costs thereof.

No amendment to the Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit.  Notwithstanding the
preceding sentence, a Participant's account balance may be reduced to the
extent permitted under section 412(c)(8) of the Code (relating to financial
hardships).  For purposes of this paragraph, a Plan amendment which has the
effect of decreasing a Participant's account balance or eliminating an optional
form of benefit, with respect to benefits attributable to service before the
amendment, shall be treated as reducing an accrued benefit.

9.9  SERVICE WITH CONTROLLED GROUPS.  All Years of Service with other members
of a controlled group of corporations [as defined in Code Section 414(b)],
trades or businesses under common control [as defined in Code Section 414(c)],
or members of an affiliated service group [as defined in Code Section 414(m)]
shall be considered for purposes of determining a Participant's nonforfeitable
percentage.

                                   ARTICLE X
                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1  PARTICIPATION IN THIS PLAN ONLY.  If the Participant does not participate
in and has never participated in another qualified plan, a Welfare Benefit Fund
(as defined in paragraph 1.89) or an individual medical account, as defined in
Code Section 415(l)(2), maintained by the adopting Employer, which provides an
Annual Addition as defined in paragraph 1.4, the amount of Annual Additions
which may be credited to the Participant's account for any Limitation Year will
not exceed the lesser of the Maximum Permissible Amount or any other limitation
contained in this Plan.  If the Employer contribution that would otherwise be
contributed or allocated to the Participant's account would cause the Annual
Additions for the Limitation Year to exceed the Maximum Permissible Amount, the
amount contributed or allocated will be reduced so that the Annual Additions
for the Limitation Year will equal the Maximum Permissible Amount.  Prior to
determining the Participant's actual Compensation for the Limitation Year, the
Employer may determine the Maximum Permissible Amount fora Participant on the
basis of a reasonable estimate of the Participant's Compensation for the
Limitation Year, uniformly determined for all Participants similarly situated.
As soon as is administratively feasible after the end of the Limitation Year,
the Maximum Permissible Amount for the Limitation Year





<PAGE>   76

will be determined on the basis of the Participant's actual Compensation for
the Limitation Year.

10.2  DISPOSITION OF EXCESS ANNUAL ADDITIONS.  If, pursuant to paragraph 10.1
or as a result of the allocation of forfeitures there is an Excess Amount, the
excess will be disposed of under one of the following methods as determined in
the Adoption Agreement.  If no election is made in the Adoption Agreement then
method "(a)" below shall apply.

(a)      Suspense Account Method

         (1)     Any nondeductible Employee Voluntary, Required Voluntary
                 Contributions and unmatched Elective Deferrals, to the extent
                 they would reduce the Excess Amount, will be returned to the
                 Participant.  To the extent necessary to reduce the Excess
                 Amount, non-Highly Compensated Employees will have all
                 Elective Deferrals returned whether or not there was a
                 corresponding match.

         (2)     If after the application of paragraph (1) an Excess Amount
                 still exists, and the Participant is covered by the Plan at
                 the end of the Limitation Year, the Excess Amount in the
                 Participant's account will be used to reduce Employer
                 contributions (including any allocation of forfeitures) for
                 such Participant in the next Limitation Year, and each
                 succeeding Limitation Year if necessary;

         (3)     If after the application of paragraph (1) an Excess Amount
                 still exists, and the Participant is not covered by the Plan
                 at the end of the Limitation Year, the Excess Amount will be
                 held unallocated in a suspense account.  The suspense account
                 will be applied to reduce future Employer contributions
                 (including allocation of any forfeitures) for all remaining
                 Participants in the next Limitation Year, and each succeeding
                 Limitation Year if necessary;

         (4)     If a suspense account is in existence at any time during the
                 Limitation Year pursuant to this paragraph, it will not
                 participate in the allocation of investment gains and losses.
                 If a suspense account is in existence at any time during a
                 particular Limitation Year, all amounts in the suspense
                 account must be allocated and reallocated to Participants'
                 accounts before any Employer contributions or any Employee
                 Contributions may be made to the Plan for that Limitation
                 Year.  Excess amounts may not be distributed to Participants
                 or former Participants.

(b)      Spillover Method

         (1)     Any nondeductible Employee Voluntary, Required Voluntary
                 Contributions and unmatched Elective Deferrals, to the extent
                 they would reduce the Excess Amount, will be returned to the
                 Participant.  To the extent necessary to reduce the Excess
                 Amount, non-Highly Compensated Employees will have all
                 Elective





<PAGE>   77

                 Deferrals returned whether or not there was a corresponding
                 match. 

         (2)     Any Excess Amount which would be allocated to the account of
                 an individual Participant under the Plan's allocation formula
                 will be reallocated to other Participants in the same manner
                 as other Employer contributions.  No such reallocation shall
                 be made to the extent that it will result in an Excess Amount
                 being created in such Participant's own account.

         (3)     To the extent that amounts cannot be reallocated under (1)
                 above, the suspense account provisions of (a) above will
                 apply.

10.3  PARTICIPATION IN THIS PLAN AND ANOTHER MASTER AND PROTOTYPE DEFINED
CONTRIBUTION PLAN, WELFARE BENEFIT FUND OR INDIVIDUAL MEDICAL ACCOUNT
MAINTAINED BY THE EMPLOYER.  The Annual Additions which may be credited to a
Participant's account under this Plan for any Limitation Year will not exceed
the Maximum Permissible Amount reduced by the Annual Additions credited to a
Participant's account under the other Master or Prototype Defined Contribution
Plans, Welfare Benefit Funds, and individual medical accounts as defined in
Code Section 415(l)(2), maintained by the Employer, which provide an Annual
Addition as defined in paragraph 1.4 for the same Limitation Year.  If the
Annual Additions, with respect to the Participant under other Defined
Contribution Plans and Welfare Benefit Funds maintained by the Employer, are
less than the Maximum Permissible Amount and the Employer contribution that
would otherwise be contributed or allocated to the Participant's account under
this Plan would cause the Annual Additions for the Limitation Year to exceed
this limitation, the amount contributed or allocated will be reduced so that
the Annual Additions under all such plans and funds for the Limitation Year
will equal the Maximum Permissible Amount.  If the Annual Additions with
respect to the Participant under such other Defined Contribution Plans and
Welfare Benefit Funds in the aggregate are equal to or greater than the Maximum
Permissible Amount, no amount will be contributed or allocated to the
Participant's account under this Plan for the Limitation Year.  Prior to
determining the Participant's actual Compensation for the Limitation Year, the
Employer may determine the Maximum Permissible Amount for a Participant in the
manner described in paragraph 10.1.  As soon as administratively feasible after
the end of the Limitation Year, the Maximum Permissible Amount for the
Limitation Year will be determined on the basis of the Participant's actual
Compensation for the Limitation Year.

10.4  DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS.  If, pursuant to
paragraph 10.3 or as a result of forfeitures, a Participant's Annual Additions
under this Plan and such other plans would result in an Excess Amount for a
Limitation Year, the Excess Amount will be deemed to consist of the Annual
Additions last allocated except that Annual Additions attributable to a Welfare
Benefit Fund or Individual Medical Account as defined in Code Section 415(l)(2)
will be deemed to have been allocated first regardless of the actual allocation
date.  If an Excess Amount was allocated to a Participant on an allocation date
of this Plan which coincides with an allocation date of another plan, the
Excess Amount attributed to this Plan will be the product of:

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





<PAGE>   78


(b)      the ratio of:

         (1)     the Annual Additions allocated to the Participant for the
                 Limitation Year as of such date under the Plan, to

         (2)     the total Annual Additions allocated to the Participant for
                 the Limitation Year as of such date under this and all the
                 other qualified Master or Prototype Defined Contribution
                 Plans.

Any Excess Amount attributed to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5  PARTICIPATION IN THIS PLAN AND ANOTHER DEFINED CONTRIBUTION PLAN WHICH IS
NOT A MASTER OR PROTOTYPE PLAN.  If the Participant is covered under another
qualified Defined Contribution Plan maintained by the Employer which is not a
Master or Prototype Plan, Annual Additions which may be credited to the
Participant's account under this Plan for any Limitation Year will be limited
in accordance with paragraphs 10.3 and 10.4 as though the other plan were a
Master or Prototype Plan, unless the Employer provides other limitations in the
Adoption Agreement.

10.6  PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN.  If the Employer
maintains, or at any time maintained, a qualified Defined Benefit Plan covering
any Participant in this Plan, the sum of the Participant's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not exceed 1.0 in any
Limitation Year.  For any Plan Year during which the Plan is Top-Heavy, the
Defined Benefit and Defined Contribution Plan Fractions shall be calculated in
accordance with Code Section 416(h).  The Annual Additions which may be
credited to the Participant's account under this Plan for any Limitation Year
will be limited in accordance with the provisions set forth in the Adoption
Agreement.

10.7  AVERAGE DEFERRAL PERCENTAGE (ADP) TEST.  With respect to any Plan Year,
the Average Deferral Percentage for Participants who are Highly Compensated
Employees and the Average Deferral Percentage for Participants who are
non-Highly Compensated Employees must satisfy one of the following tests:

(a)      Basic Test-The Average Deferral Percentage for Participants who are
         Highly Compensated Employees for the Plan Year is not more than 1.25
         times the Average Deferral Percentage for Participants who are
         non-Highly Compensated Employees for the same Plan Year, or

(b)      Alternative Test-The Average Deferral Percentage for Participants who
         are Highly Compensated Employees for the Plan Year does not exceed the
         Average Deferral Percentage for Participants who are non-Highly
         Compensated Employees for the same Plan Year by more than 2 percentage
         points provided that the Average Deferral Percentage for Participants
         who are Highly Compensated Employees is not more than 2.0 times the
         Average Deferral Percentage for Participants who are non-Highly
         Compensated Employees.

10.8  SPECIAL RULES RELATING TO APPLICATION OF ADP TEST.





<PAGE>   79

(a)      The Actual Deferral Percentage for any Participant who is a Highly
         Compensated Employee for the Plan Year and who is eligible to have
         Elective Deferrals (and Qualified Non-Elective Contributions or
         Qualified Matching Contributions, or both, if treated as Elective
         Deferrals for purposes of the ADP test) allocated to his or her
         accounts under two or more arrangements described in Code Section
         401(k), that are maintained by the Employer, shall be determined as if
         such Elective Deferrals (and, if applicable, such Qualified
         Non-Elective Contributions or Qualified Matching Contributions, or
         both) were made under a single arrangement.  If a Highly Compensated
         Employee participates in two or more cash or deferred arrangements
         that have different Plan Years, all cash or deferred arrangements
         ending with or within the same calendar year shall be treated as a
         single arrangement.

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

(c)      For purposes of determining the Actual Deferral Percentage of a
         Participant who is a 5-percent owner or one of the ten most
         highly-paid Highly Compensated Employees, the Elective Deferrals (and
         Qualified Non-Elective Contributions or Qualified Matching
         Contributions, or both, if treated as Elective Deferrals for purposes
         of the ADP test) and Compensation of such Participant shall include
         the Elective Deferrals (and, if applicable, Qualified Non-Elective
         Contributions and Qualified Matching Contributions, or both) and
         Compensation for the Plan Year of Family Members as defined in
         paragraph 1.36 of this Plan.  Family Members, with respect to such
         Highly Compensated Employees, shall be disregarded as separate
         Employees in determining the ADP both for Participants who are
         non-Highly Compensated Employees and for Participants who are Highly
         Compensated Employees.  In the event of repeal of the family
         aggregation rules under Code Section 414(q)(6), all applications of
         such rules under this Plan will cease as of the effective date of such
         repeal.

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

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





<PAGE>   80


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

10.9  RECHARACTERIZATION.  If the Employer allows for Voluntary Contributions
in the Adoption Agreement, a Participant may treat his or her Excess
Contributions as an amount distributed to the Participant and then contributed
by the Participant to the Plan.  Recharacterized amounts will remain
nonforfeitable and subject to the same distribution requirements as Elective
Deferrals.  Amounts may not be recharacterized by a Highly Compensated Employee
to the extent that such amount in combination with other Employee Contributions
made by that Employee would exceed any stated limit under the Plan on Voluntary
Contributions.  Recharacterization must occur no later than two and one-half
months after the last day of the Plan Year in which such Excess Contributions
arose and is deemed to occur no earlier than the date the last Highly
Compensated Employee is informed in writing of the amount recharacterized and
the consequences thereof.  Recharacterized amounts will be taxable to the
Participant for the Participant's tax year in which the Participant would have
received them in cash.

10.10  AVERAGE CONTRIBUTION PERCENTAGE (ACP) TEST. If the Employer makes
Matching Contributions or if the Plan allows Employees to make Voluntary
Contributions the Plan must meet additional nondiscrimination requirements
provided under Code Section 401(m).  If Employee Contributions (including any
Elective Deferrals recharacterized as Voluntary Contributions) are made
pursuant to this Plan, then in addition to the ADP test referenced in paragraph
10.7, the Average Contribution Percentage test is also applicable.  The Average
Contribution Percentage for Participants who are Highly Compensated Employees
for each Plan Year and the Average Contribution Percentage for Participants who
are Non-Highly Compensated Employees for the same Plan Year must satisfy one of
the following tests:

(a)      Basic Test-The Average Contribution Percentage for Participants who
         are Highly Compensated Employees for the Plan Year shall not exceed
         the Average Contribution Percentage for Participants who are
         non-Highly Compensated Employees for the same Plan Year multiplied by
         1.25; or

(b)      Alternative Test-The ACP for Participants who are Highly Compensated
         Employees for the Plan Year shall not exceed the Average Contribution
         Percentage for Participants who are non-Highly Compensated Employees
         for the same Plan Year multiplied by two (2), provided that the
         Average Contribution Percentage for Participants who are Highly
         Compensated Employees does not exceed the Average Contribution
         Percentage for Participants who are non-Highly Compensated Employees
         by more than two (2) percentage points.

10.11  SPECIAL RULES RELATING TO APPLICATION OF ACP TEST.

(a)      If one or more Highly Compensated Employees participate in both a cash
         or deferred arrangement and a plan subject to the ACP test maintained
         by the Employer and the sum of the ADP and ACP of those Highly
         Compensated Employees subject to either or both tests exceeds the
         Aggregate Limit, then the ADP or ACP of those Highly Compensated





<PAGE>   81

         Employees who also participate in a cash or deferred arrangement will
         be reduced (beginning with such Highly Compensated Employee whose ADP
         or ACP is the highest) as set forth in the Adoption Agreement so that
         the limit is not exceeded.  The amount by which each Highly
         Compensated Employee's Contribution Percentage Amounts is reduced
         shall be treated as an Excess Aggregate Contribution.  The ADP and ACP
         of the Highly Compensated Employees are determined after any
         corrections required to meet the ADP and ACP tests.  Multiple use does
         not occur if both the ADP and ACP of the Highly Compensated Employees
         does not exceed 1.25 multiplied by the ADP and ACP of the non-Highly
         Compensated Employees.

(b)      For purposes of this Article, the Contribution Percentage for any
         Participant who is a Highly Compensated Employee and who is eligible
         to have Contribution Percentage Amounts allocated to his or her
         account under two or more plans described in Code Section 401 (a), or
         arrangements described in Code Section 401(k) that are maintained by
         the Employer, shall be determined as if the total of such Contribution
         Percentage Amounts was made under each Plan.  If a Highly Compensated
         Employee participates in two or more cash or deferred arrangements
         that have different plan years, all cash or deferred arrangements
         ending with or within the same calendar year shall be treated as a
         single arrangement.

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

(d)      For purposes of determining the Contribution percentage of a
         Participant who is a five-percent owner or one of the ten most
         highly-paid, Highly Compensated Employees, the Contribution Percentage
         Amounts and Compensation of such Participant shall include the
         Contribution Percentage Amounts and Compensation for the Plan Year of
         Family Members as defined in Paragraph 1.36 of this Plan.  Family
         Members, with respect to Highly Compensated Employees, shall be
         disregarded as separate Employees in determining the Contribution
         Percentage both for Participants who are non-Highly Compensated
         Employees and for Participants who are Highly Compensated Employees.
         In the event of repeal of the family aggregation rules under Code
         Section 414(q)(6), all applications of such rules under this Plan will
         cease as of the effective date of such repeal.

(e)      For purposes of determining the Contribution Percentage test, Employee
         Contributions are considered to have been made in the Plan Year in
         which contributed to the trust.  Matching Contributions and Qualified
         Non-Elective Contributions will be considered made for a Plan Year if
         made no later than the end of the twelve-month period beginning on the
         day after the close of the Plan Year.





<PAGE>   82

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

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

(h)      Qualified Matching Contributions and Qualified Non-Elective
         Contributions used to satisfy the ADP test may not be used to satisfy
         the ACP test.

                                   ARTICLE XI
                                 ADMINISTRATION

11.1  PLAN ADMINISTRATOR.  The Employer shall be the named fiduciary and Plan
Administrator.  These duties shall include:

(a)      appointing the Plan's attorney, accountant, actuary, or any other
         party needed to administer the Plan,

(b)      directing the Trustee/Custodian with respect to payments from the
         Fund,

(c)      communicating with Employees regarding their participation and
         benefits under the Plan, including the administration of all claims
         procedures,

(d)      filing any returns and reports with the Internal Revenue Service,
         Department of Labor, or any other governmental agency,

(e)      reviewing and approving any financial reports, investment reviews, or
         other reports prepared by any party appointed by the Employer under
         paragraph (a),

(f)      establishing a funding policy and investment objectives consistent
         with the purposes of the Plan and the Employee Retirement Income
         Security Act of 1974, and

(g)      construing and resolving any question of Plan interpretation.  The
         Plan Administrator's interpretation of Plan provisions including
         eligibility and benefits under the Plan is final, and unless it can be
         shown to be arbitrary and capricious will not be subject to "de novo"
         review.

11.2  TRUSTEE/CUSTODIAN.  The Trustee/Custodian shall be responsible for the
administration of investments held in the Fund.  These duties shall include:

(a)      receiving contributions under the terms of the Plan,

(b)      making distributions from the Fund in accordance with written
         instructions received from an authorized representative of the
         Employer, and





<PAGE>   83


(c)      keeping accurate records reflecting its administration of the Fund and
         making such records available to the Employer for review and audit.
         Within 90 days after each Plan Year, and within 90 days after its
         removal or resignation, the Trustee/Custodian shall file with the
         Employer an accounting of its administration of the Fund during such
         year or from the end of the preceding Plan Year to the date of removal
         or resignation.  Such accounting shall include a statement of cash
         receipts and disbursements since the date of its last accounting and
         shall contain an asset list showing the fair market value of
         investments held in the Fund as of the end of the Plan Year.  The
         value of marketable investments shall be determined using the most
         recent price quoted on a national securities exchange or over the
         counter market.  The value of non-marketable investments shall be
         determined in the sole judgement of the Trustee/Custodian which
         determination shall be binding and conclusive.  The value of
         investments in securities or obligations of the Employer in which
         there is no market shall be determined in the sole judgement of the
         Employer, and the Trustee/Custodian shall have no responsibility with
         respect to the valuation of such assets.  The Employer shall review
         the Trustee/Custodian 's accounting and notify the Trustee/Custodian
         in the event of its disapproval of the report within 90 days,
         providing the Trustee/Custodian with a written description of the
         items in question.  The Trustee/Custodian shall have 60 days to
         provide the Employer with a written explanation of the items in
         question.  If the Employer again disapproves, the Trustee/Custodian
         may file its accounting in a court of competent jurisdiction for audit
         and adjudication.

(d)      employing such agents, including but not limited to an investment
         advisor which may or may not be a subsidiary or an affiliate of the
         Trustee, attorneys or other professionals as the Trustee may deem
         necessary or advisable in the performance of its duties.

The Trustee's/Custodian's duties shall be limited to those described above.
The Employer shall be responsible for any other administrative duties required
under the Plan or by applicable law.

11.3  ADMINISTRATIVE FEES AND EXPENSES.  All reasonable costs, charges and
expenses incurred by the Trustee/Custodian in connection with the
administration of the Fund and all reasonable costs, charges and expenses
incurred by the Plan Administrator in connection with the administration of the
Plan (including fees for legal services rendered to the Trustee/Custodian or
Plan Administrator) may be paid by the Employer, but if not paid by the
Employer when due, shall be paid from the Fund.  Such reasonable compensation
to the Trustee/Custodian as may be agreed upon from time to time between the
Employer and the Trustee/Custodian and such reasonable compensation to the Plan
Administrator as may be agreed upon from time to time between the Employer and
Plan Administrator may be paid by the Employer, but if not paid by the Employer
when due shall be paid by the Fund.  The Trustee/Custodian shall have the right
to liquidate trust assets to cover its fees.  Notwithstanding the foregoing, no
compensation other than reimbursement for expenses shall be paid to a Plan
Administrator or a Trustee/Custodian who is the Employer or a full-time
Employee of the Employer.  In the event any part of the Trust/Custodial Account
becomes





<PAGE>   84

subject to tax, all taxes incurred will be paid from the Fund unless the Plan
Administrator advises the Trustee/Custodian not to pay such tax.

11.4  DIVISION OF DUTIES AND INDEMNIFICATION.

(a)      The Trustee/Custodian shall have the authority and discretion to
         manage and govern the Fund to the extent provided in this instrument,
         but does not guarantee the Fund in any manner against investment loss
         or depreciation in asset value, or guarantee the adequacy of the Fund
         to meet and discharge all or any liabilities of the Plan.

(b)      The Trustee/Custodian shall not be liable for the making, retention or
         sale of any investment or reinvestment made by it, as herein provided,
         or for any loss to, or diminution of the Fund, or for any other loss
         or damage which may result from the discharge of its duties hereunder
         except to the extent it is judicially determined that the
         Trustee/Custodian has failed to exercise the care, skill, prudence and
         diligence under the circumstances then prevailing that a prudent
         person acting in a like capacity and familiar with such matters would
         use in the conduct of an enterprise of a like character with like
         aims.

(c)      The Employer warrants that all directions issued to the
         Trustee/Custodian by it, the Plan Administrator, an investment manager
         appointed pursuant to Section 13.7, or any other authorized person,
         will be in accordance with the terms of the Plan and not contrary to
         the provisions of the Employee Retirement Income Security Act of 1974
         and regulations issued thereunder.

(d)      The Trustee/Custodian shall not be answerable for any action taken
         pursuant to any direction, consent, certificate or other paper or
         document on the belief that the same is genuine and signed by the
         proper person.  All directions by the Employer, Participant or the
         Plan Administrator shall be in writing.  The Employer shall deliver to
         the Trustee/Custodian certificates evidencing the individual or
         individuals authorized to act as set forth in the Adoption Agreement
         or as the Employer may subsequently inform the Trustee/Custodian in
         writing and shall deliver to the Trustee/Custodian specimens of their
         signatures.

(e)      The duties and obligations of the Trustee/Custodian shall be limited
         to those expressly imposed upon it by this instrument or subsequently
         agreed upon by the parties.  Responsibility for administrative duties
         required under the Plan or applicable law not expressly imposed upon
         or agreed to by the Trustee/Custodian, shall rest solely with the
         Employer.

(f)      The Trustee/Custodian shall be indemnified and saved harmless by the
         Employer from and against any and all liability to which the
         Trustee/Custodian may be subjected, including all expenses reasonably
         incurred in its defense, for any action or failure to act resulting
         from compliance with the instructions of the Employer, the employees
         or agents of the Employer, the Plan Administrator, or any other
         fiduciary to the Plan, and for any liability arising from the actions





<PAGE>   85

         or non-actions of any predecessor Trustee/Custodian or fiduciary or
         other fiduciaries of the Plan.

(g)      The Trustee/Custodian shall not be responsible in any way for the
         application of any payments it is directed to make or for the adequacy
         of the Fund to meet and discharge any and all liabilities under the
         Plan.

                                  ARTICLE XII
                          TRUST FUND/CUSTODIAL ACCOUNT

12.1  THE FUND.  The Fund shall consist of all contributions made under Article
III and Article IV of the Plan and the investment thereof and earnings thereon.
All contributions and the earnings thereon less payments made under the terms
of the Plan, shall constitute the Fund.  The Fund shall be administered as
provided in this document.

12.2  CONTROL OF PLAN ASSETS.  The assets of the Fund or evidence of ownership
shall be held by the Trustee/Custodian under the terms of the Plan and
Trust/Custodial Account.  If the assets represent amounts transferred from
another trustee/ custodian under a former plan, the Trustee/Custodian named
hereunder shall not be responsible for the propriety of any investment under
the former plan.

12.3  EXCLUSIVE BENEFIT RULES.  No part of the Fund shall be used for, or
diverted to, purposes other than for the exclusive benefit of Participants,
former Participants with a vested interest, and the beneficiary or
beneficiaries of deceased Participants having a vested interest in the Fund at
death.

12.4  ASSIGNMENT AND ALIENATION OF BENEFITS.  No right or claim to, or interest
in, any part of the Fund, or any payment from the Fund, shall be assignable,
transferable, or subject to sale, mortgage, pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution, or levy of any kind.  The
Trustee/Custodian shall not recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute, or anticipate the same, except to the
extent required by law.  The preceding sentences shall also apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order, unless such
order is determined to be a qualified domestic relations order, as defined in
Code Section 414(p), or any domestic relations order entered before January 1,
1985 which the Plan attorney and Plan Administrator deem to be qualified.

12.5  DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO).  A Domestic
Relations Order shall specifically state all of the following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

(a)      The name and last known mailing address (if any) of the Participant
         and of each alternate payee covered by the QDRO.  However, if the QDRO
         does not specify the current mailing address of the alternate payee,
         but the Plan Administrator has independent knowledge of that address,
         the QDRO will still be valid.





<PAGE>   86

(b)      The dollar amount or percentage of the Participant's benefit to be
         paid by the Plan to each alternate payee, or the manner in which the
         amount or percentage will be determined.

(c)      The number of payments or period for which the order applies.

(d)      The specific plan (by name) to which the Domestic Relations Order
         applies.

The Domestic Relations Order shall not be deemed a QDRO if it requires the Plan
to provide:

(e)      any type or form of benefit, or any option not already provided for in
         the Plan;

(f)      increased benefits, or benefits in excess of the Participant's vested
         rights;

(g)      payment of a benefit earlier than allowed by the Plan's earliest
         retirement provisions or in the case of a profit sharing plan, prior
         to the allowability of in-service withdrawals, or

(h)      payment of benefits to an alternate payee which are required to be
         paid to another alternate payee under another QDRO.

Promptly, upon receipt of a Domestic Relations Order ("Order") which may or may
not be "Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and include a copy of
this paragraph 12.5.  The Plan Administrator shall then forward the Order to
the Plan's legal counsel for an opinion as to whether or not the Order is in
fact "Qualified" as defined in Code Section 414(p).  Within a reasonable time
after receipt of the Order, not to exceed 60 days, the Plan's legal counsel
shall make a determination as to its "Qualified" status and the Participant and
any alternate payee(s) shall be promptly notified in writing of the
determination.

If the "Qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is
resolved.  In such event, the Plan Administrator shall segregate the amount
that would have been payable to the alternate payee(s) if the Order had been
deemed a QDRO.  If the Order is not Qualified, or the status is not resolved
(for example, it has been sent back to the Court for clarification or
modification) within 18 months beginning with the date the first payment would
have to be made under the Order, the Plan Administrator shall pay the
segregated amounts plus interest to the person(s) who would have been entitled
to the benefits had there been no Order.  If a determination as to the
Qualified status of the Order is made after the 18-month period described
above, then the Order shall only be applied on a prospective basis.  If the
Order is determined to be a QDRO, the Participant and alternate payee(s) shall
again be notified promptly after such determination.  Once an Order is deemed a
QDRO, the Plan Administrator shall pay to the alternate payee(s) all the
amounts due under the QDRO, including segregated amounts plus interest which
may have accrued during a dispute as to the Order's qualification.





<PAGE>   87

Unless specified otherwise in the Adoption Agreement, the earliest retirement
age with regard to the Participant against whom the order is entered shall be
the date the order is determined to be qualified.  This will only allow payouts
to alternate payee(s) and not the Participant.

                                  ARTICLE XIII
                                  INVESTMENTS

13.1  FIDUCIARY STANDARDS.   The Trustee shall invest and reinvest principal
and income in the same Fund in accordance with the investment objectives
established by the Employer, provided that:

(a)      such investments are prudent under the Employee Retirement Income
         Security Act of 1974 and the regulations thereunder,

(b)      such investments are sufficiently diversified or otherwise insured or
         guaranteed to minimize the risk of large losses, and

(c)      such investments are similar to those which would be purchased by
         another professional money manager for a like plan with similar
         investment objectives.

13.2  FUNDING ARRANGEMENT.  The Employer shall, in the Adoption Agreement,
appoint a Trustee to administer the Fund and/or a Custodian to have custody of
the Fund.  The Trustee shall invest the Fund in any of the alternatives
available under paragraph 13.3.  If a Custodian is appointed, the Fund shall be
invested as provided in paragraph 13.4.

13.3  INVESTMENT ALTERNATIVES OF THE TRUSTEE.  The Trustee shall implement an
investment program based on the Employer's investment objectives and the
Employee Retirement Income Security Act of 1974.  In addition to powers given
by law, the Trustee may:

(a)      invest the Fund in any form of property, including common and
         preferred stocks, exchange traded put and call options, bonds, money
         market instruments, mutual funds(including funds for which the
         Trustee/Custodian or its subsidiaries or its affiliates serve as
         investment advisor), savings accounts, certificates of deposit,
         Treasury bills, insurance policies and contracts, or in any other
         property, real or personal, having a ready market including securities
         issued by the Trustee and/or affiliates of the Trustee.  The Trustee
         may also make loans to Plan Participants in accordance with paragraph
         13.5 hereof.  The Trustee may invest in its own deposits and, if
         applicable, those of affiliates, which bear a reasonable interest
         rate.  No portion of any Qualified Voluntary Contribution, or the
         earnings thereon, may be invested in life insurance contracts or, as
         with any Participant-directed investment, in tangible personal
         property characterized by the IRS as a collectible,

(b)      transfer any assets of the Fund to a group or collective trust
         established to permit the pooling of funds of separate pension and
         profit-sharing trusts, provided such group or collective trust is
         qualified under Code Section 401(a)and exempt under Code Section
         501(a) (or the applicable corresponding provision of any other Revenue
         Act) or to any other common, collective, or commingled trust fund





<PAGE>   88

         which has been or may hereafter be established and maintained by the
         Trustee/Custodian and/or affiliates of the Trustee/Custodian.  Such
         commingling of assets of the Fund with assets of other qualified
         trusts is specifically authorized, and to the extent of the investment
         of the Fund in such a group or collective trust, the terms of the
         instrument establishing the group or collective trust shall be a part
         hereof as though set forth herein.  The terms of said instrument(s)
         may authorize the Trustee of the group or collective trust to engage
         in securities lending transactions where fees may be deducted from the
         group or collective trust's loan income,

(c)      invest the Fund in the common stock, debt obligations, or any other
         security issued by the Employer or by an affiliate of the Employer
         within the limitations provided under Sections 406, 407, and 408 of
         the Employee Retirement Income Security Act of 1974 and further
         provided that such investment does not constitute a prohibited
         transaction under Code Section 4975.  Any such investment in Employer
         securities shall only be made upon written direction of the Employer
         who shall be solely responsible for propriety of such investment,

(d)      hold cash uninvested and deposit same with any banking or savings
         institution, including its own banking department,

(e)      join in or oppose the reorganization, recapitalization, consolidation,
         sale or merger of corporations or properties, including those in which
         it is interested as Trustee, upon such terms as it deems wise,

(f)      hold investments in nominee or bearer form,

(g)      vote proxies and, if appropriate, pass them on to any investment
         manager which may have directed the investment in the equity giving
         rise to the proxy,

(h)      exercise all ownership rights with respect to assets held in the Fund.

13.4  INVESTMENT ALTERNATIVES OF THE CUSTODIAN.  The Custodian shall be
depository of all or part of the Fund and shall, at the written direction of
the Trustee hold any assets received from the Trustee or its agents.  The
Custodian may rely upon any order, certificate, notice, direction or other
written directive issued by the Trustee or its agents.  The Custodian shall
receive and deliver assets as instructed by the Trustee or its agents, or an
investment manager appointed pursuant to Section 13.7 through written
direction.  To the extent that the Custodian holds title to Plan assets and
such ownership requires action on the part of the registered owner, such action
will be taken by the Custodian only upon receipt of specific written
instructions from the Trustee or its agents or an investment manager.  Proxies
shall be voted by or pursuant to the express direction of the Trustee or
authorized agent of the Trustee.  The Custodian shall not give any investment
advice, including any opinion on the prudence of directed investments.  The
Employer and Trustee and the agents thereof assume all responsibility for
adherence to fiduciary standards under the Employee Retirement Income Security
Act of 1974 (ERISA) and all amendments thereof, and regulations thereunder.





<PAGE>   89

13.5  PARTICIPANT LOANS.  If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, a Plan Participant may make application to
the Employer requesting a loan from the Fund.  The Employer shall have the sole
right to approve or disapprove a Participant's application provided that loans
shall be made available to all Participants on a reasonably equivalent basis.
Loans shall not be made available to Highly Compensated Employees [as defined
in Code Section 414(q)] in an amount greater than the amount made available to
other Employees.  Any loan granted under the Plan shall be made subject to the
following rules:

(a)      No loan shall exceed the lesser of (i) $50,000 reduced by the excess,
         if any, of the highest outstanding balance of loans during the one
         year period ending on the day before the loan is made, over the
         outstanding balance of loans from the Plan on the date the loan is
         made or (ii) one-half of the fair market value of a Participant's
         vested account balance built up from Employer Contributions, Voluntary
         Contributions, and Rollover Contributions.  If the Participant's
         vested account balance is $20,000 or less, the maximum loan shall not
         exceed the lesser of $10,000 or 100% of the Participant's vested
         account balance For the purpose of the above limitation, all loans
         from all plans of the Employer and other members of a group of
         employers described in Code Sections 414(b), 414(c), and 414(m) are
         aggregated.  An assignment or pledge of any portion of the
         Participant's interest in the Plan and a loan, pledge, or assignment
         with respect to any insurance contract purchased under the Plan, will
         be treated as a loan under this paragraph.

(b)      All applications must be made on forms provided by the Employer and
         must be signed by the Participant.

(c)      Any loan shall bear interest at a rate reasonable at the time of
         application, considering the purpose of the loan and the rate being
         charged by representative commercial banks in the local area for a
         similar loan unless the Employer sets forth a different method for
         determining loan interest rates in its loan procedures.  The loan
         agreement shall also provide that the payment of principal and
         interest be amortized in level payments not less than quarterly.

(d)      The term of such loan shall not exceed five years except in the case
         of a loan for the purpose of acquiring any house, apartment,
         condominium, or mobile home (not used on a transient basis) which is
         used or is to be used within a reasonable time as the principal
         residence of the Participant.  The term of such loan shall be
         determined by the Employer considering the maturity dates quoted by
         representative commercial banks in the local area for a similar loan.

(e)      The principal and interest paid by a Participant on his or her loan
         shall be credited to the Fund in the same manner as for any other Plan
         investment.  If elected in the Adoption Agreement, loans may be
         treated as segregated investments of the individual Participants.
         This provision is not available if its election will result in
         discrimination in operation of the Plan.

(f)      If a Participant's loan application is approved by the Employer, such
         Participant shall be required to sign a note, loan agreement, and





<PAGE>   90

         assignment of 50% of his or her interest in the Fund as collateral for
         the loan.  The Participant, except in the case of a profit-sharing
         plan satisfying the requirements of paragraph 8.7 must obtain the
         consent of his or her Spouse, if any, within the 90 day period before
         the time his or her account balance is used as security for the loan.
         A new consent is required if the account balance is used for any
         renegotiation, extension, renewal or other revision of the loan,
         including an increase in the amount thereof.  The consent must be
         written, must acknowledge the effect of the loan, and must be
         witnessed by a plan representative or notary public.  Such consent
         shall subsequently be binding with respect to the consenting Spouse or
         any subsequent Spouse.

(g)      If a valid Spousal consent has been obtained, then, notwithstanding
         any other provision of this Plan, the portion of the Participant's
         vested account balance used as a security interest held by the Plan by
         reason of a loan outstanding to the Participant shall be taken into
         account for purposes of determining the amount of the account balance
         payable at the time of death or distribution, but only if the
         reduction is used as repayment of the loan.  If less than 100% of the
         Participant's vested account balance (determined without regard to the
         preceding sentence) is payable to the Surviving Spouse, then the
         account balance shall be adjusted by first reducing the vested account
         balance by the amount of the security used as repayment of the loan,
         and then determining the benefit payable to the Surviving Spouse.

(h)      The Employer may also require additional collateral in order to
         adequately secure the loan.

(i)      A Participant's loan shall immediately become due and payable if such
         Participant terminates employment for any reason or fails to make a
         principal and/or interest payment as provided in the loan agreement.
         If such Participant terminates employment, the Employer shall
         immediately request payment of principal and interest on the loan.  If
         the Participant refuses payment following termination, the Employer
         shall reduce the Participant's vested account balance by the remaining
         principal and interest on his or her loan.  If the Participant's
         vested account balance is less than the amount due, the Employer shall
         take whatever steps are necessary to collect the balance due directly
         from the Participant.  However, no foreclosure on the Participant's
         note or attachment of the Participant's account balance will occur
         until a distributable event occurs in the Plan.

(j)      No loans will be made to Owner-Employees (as defined in paragraph
         1.51) or Shareholder-Employees (as defined in paragraph 1.74), unless
         the Employer obtains a prohibited transaction exemption from the
         Department of Labor.

13.6  INSURANCE POLICIES.  If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, Employees may elect the purchase of life
insurance policies under the Plan.  If elected, the maximum annual premium for
a whole life policy shall not exceed 50% of the aggregate Employer
contributions allocated to the account of a Participant.  For profit-sharing
plans the 50% test need only be applied against Employer contributions
allocated in the last two years.  Whole life policies are





<PAGE>   91

policies with both nondecreasing death benefits and nonincreasing premiums.
The maximum annual premium for term contracts or universal life policies and
all other policies which are not whole life shall not exceed 25% of aggregate
Employer contributions allocated to the account of a Participant.  The two-year
rule for profit-sharing plans again applies.  The maximum annual premiums for a
Participant with both a whole life and a term contract or universal life
policies shall be limited to one-half of the whole life premium plus the term
premium, but shall not exceed 25% of the aggregate Employer contributions
allocated to the account of a Participant, subject to the two year rule for
profit-sharing plans.  Any policies purchased under this Plan shall be held
subject to the following rules:

(a)      The Trustee shall be applicant and owner of any policies issued.

(b)      All policies or contracts purchased hereunder, shall be endorsed as
         nontransferable, and must provide that proceeds will be payable to the
         Trustee; however, the Trustee shall be required to pay over all
         proceeds of the contracts to the Participant's Designated Beneficiary
         in accordance with the distribution provisions of this Plan.  Under no
         circumstances shall the Trust retain any part of the proceeds.

(c)      Each Participant shall be entitled to designate a beneficiary under
         the terms of any contract issued; however, such designation will be
         given to the Trustee which must be the named beneficiary on any
         policy.  Such designation shall remain in force, until revoked by the
         Participant, by filing a new beneficiary form with the Trustee.  A
         Participant's Spouse will be the Designated Beneficiary of the
         proceeds in all circumstances unless a Qualified Election has been
         made in accordance with paragraph 8.4.  The beneficiary of a deceased
         Participant shall receive, in addition to the proceeds of the
         Participant's policy or policies, the amount credited to such
         Participant's investment account.

(d)      A Participant who is uninsurable or insurable at substandard rates,
         may elect to receive a reduced amount of insurance, if available, or
         may waive the purchase of any insurance.

(e)      All dividends or other returns received on any policy purchased shall
         be applied to reduce the next premium due on such policy, or if no
         further premium is due, such amount shall be credited to the Fund as
         part of the account of the Participant for whom the policy is held.

(f)      If Employer contributions are inadequate to pay all premiums on all
         insurance policies, the Trustee may, at the option of the Employer,
         utilize other amounts remaining in each Participant's account to pay
         the premiums on his or her respective policy or policies, allow the
         policies to lapse, reduce the policies to a level at which they may be
         maintained, or borrow against the policies on a prorated basis,
         provided that the borrowing does not discriminate in favor of the
         policies on the lives of Officers, Shareholders, and highly
         compensated Employees.

(g)      On retirement or termination of employment of a Participant, the
         Employer shall direct the Trustee to cash surrender the Participant's
         policy and credit the proceeds to his or her account for distribution





<PAGE>   92

         under the terms of the Plan.  However, before so doing, the Trustee
         may first offer to transfer ownership of the policy to the Participant
         in exchange for payment by the Participant of the cash value of the
         policy at the time of transfer.  Such payment shall be credited to the
         Participant's account for distribution under the terms of the Plan.
         All distributions resulting from the application of this paragraph
         shall be subject to the Joint and Survivor Annuity Rules of Article
         VIII, if applicable.

(h)      The Employer shall be solely responsible to see that these insurance
         provisions are administered properly and that if there is any conflict
         between the provisions of this Plan and any insurance contracts issued
         that the terms of this Plan will control.

13.7  EMPLOYER INVESTMENT DIRECTION.  If agreed upon by the Trustee and
approved by the Employer in the Adoption Agreement, the Employer shall have the
right to direct the Trustee with respect to investments of the Fund, may
appoint an investment manager (registered as an investment advisor under the
Investment Advisors Act of 1940) to direct investments, or may give the Trustee
investment management responsibility.  The Employer may purchase and sell
interests in a registered investment company (i.e., mutual funds) for which the
Sponsor, its parent, affiliates, subsidiaries, or successors, may serve as
investment advisor and receive compensation from the registered investment
company for its services as investment advisor. The Employer shall advise the
Trustee in writing regarding the retention of investment powers, the
appointment of an investment manager, or the delegation of investment powers to
the Trustee.  The Trustee may rely upon any order, certificate, notice,
direction or other written directive issued by the Employer, investment manager
or any other authorized party which the Trustee believes to be genuine.  In the
absence of such written directive, the Trustee may invest the available cash in
its discretion in an appropriate interim investment until specific investment
directions are received and shall not be responsible for a resulting loss.
Such instructions regarding the delegation of investment responsibility shall
remain in force until revoked or amended in writing.  The Employer must provide
the Trustee with written notice of the termination of the appointment of an
investment manager.  The Trustee shall not be responsible for the propriety of
any directed investment made and shall not be required to consult with or
advise the Employer regarding the investment quality of any directed investment
held hereunder.  The Trustee shall not be responsible for any loss resulting to
the Fund by reason of any sale or investment made pursuant to the direction of
the Employer or an investment manager.  Notwithstanding anything in this Plan
to the contrary, the Trustee shall be indemnified and saved harmless by the
Employer from any and all personal liability to which the Trustee may be
subjected by carrying out any directions of the Employer or an investment
manager, including all expenses reasonably incurred in its defense in the event
the Employer fails to provide such; provided, however, the Trustee shall not be
so indemnified if it participates knowingly in, or knowingly undertakes to
conceal, an act or omission of an investment manager, having actual knowledge
that such is a breach of a fiduciary duty.  The Trustee shall not be deemed to
have knowingly participated in or knowingly undertaken to conceal an act or
omission of an investment manager with knowledge that such act or omission was
a breach of fiduciary duty by merely complying with directions of an investment
manager, or for failure to act in the





<PAGE>   93

absence of directions of an investment manager, or by reason of maintaining
accounting records.  If the Employer fails to designate an investment manager,
the Trustee shall have full investment authority.  If the Employer does not
issue investment directions, the Trustee shall have authority to invest the
Fund in its sole discretion.  While the Employer may direct the Trustee with
respect to Plan investments, the Employer may not:

(a)      borrow from the Fund or pledge any of the assets of the Fund as
         security for a loan,

(b)      buy property or assets from or sell property or assets to the Fund,

(c)      charge any fee for services rendered to the Fund, or

(d)      receive any services from the Fund on a preferential basis.

13.8  EMPLOYEE INVESTMENT DIRECTION.  If agreed to by the Trustee and approved
by the Employer in the Adoption Agreement, Participants shall be given the
option to direct the investment of their personal contributions and their share
of the Employer's contribution among alternative investment funds established
as part of the overall Fund.  Unless otherwise specified by the Employer in the
Adoption Agreement, such investment funds shall be under the full control of
the management of the Trustee/Custodian.  If investments outside the
Trustee/Custodian's control are allowed, Participants may not direct that
investments be made in collectibles, other than U.S.  Government or State
issued gold and silver coins.  In this connection, a Participant's right to
direct the investment of any contribution shall apply only to selection of the
desired fund.  The following rules shall apply to the administration of such
funds.

(a)      At the time an Employee becomes eligible for the Plan, he or she shall
         complete an investment designation form stating the percentage of his
         or her contributions to be invested in the available funds.

(b)      A Participant may change his or her election with respect to future
         contributions by filing a new investment designation form with the
         Employer in accordance with the procedures established by the Plan
         Administrators.

(c)      A Participant may elect to transfer all or part of his or her balance
         from one investment fund to another by filing an investment
         designation form with the Employer in accordance with the procedures
         established by the Plan Administrators.

(d)      The Employer shall be responsible when transmitting Employee and
         Employer contributions to show the dollar amount to be credited to
         each investment fund for each Employee.

(e)      Except as otherwise provided in the Plan, neither the Trustee, nor the
         Custodian, nor the Employer, nor any fiduciary of the Plan shall be
         liable to the Participant or any of his or her beneficiaries for any
         loss resulting from action taken at the direction of the Participant
         and shall be indemnified and held harmless.

                                  ARTICLE XIV





<PAGE>   94

                              TOP-HEAVY PROVISIONS

14.1  APPLICABILITY OF RULES.  If the Plan is or becomes Top-Heavy in any Plan
Year beginning after 1983, the provisions of this Article will supersede any
conflicting provisions in the Plan or Adoption Agreement.

14.2  MINIMUM CONTRIBUTION.  Notwithstanding any other provision in the
Employer's Plan, for any Plan Year in which the Plan is Top-Heavy or Super
Top-Heavy, the aggregate Employer contributions and forfeitures allocated on
behalf of any Participant (without regard to any Social Security contribution)
under this Plan and any other Defined Contribution Plan of the Employer shall
be lesser of 3% of such Participant's Compensation or the largest percentage of
Employer contributions and forfeitures, as a percentage of the first $200,000
of the Key Employee's Compensation, allocated on behalf of any Key Employee for
that year.

Each Participant who is employed by the Employer on the last day of the Plan
Year shall be entitled to receive an allocation of the Employer's minimum
contribution for such Plan Year.  The minimum allocation applies even though
under other Plan provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the year
because the Participant fails to make Mandatory Contributions to the Plan, the
Participant's Compensation is less than a stated amount, or the Participant
fails to complete l,000 Hours of Service (or such lesser number designated by
the Employer in the Adoption Agreement) during the Plan Year.  A Paired
profit-sharing plan designated to provide the minimum Top-Heavy contribution
must do so regardless of profits.  An Employer may make the minimum Top-Heavy
contribution available to all Participants or just non-Key Employees.

For purposes of computing the minimum allocation Compensation shall mean
Compensation as defined in the second paragraph of paragraph 1.12 of the Plan.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent the Participant is covered under any other plan(s) of the Employer and
the Employer has provided in Section 11 of the Adoption Agreement that the
minimum allocation or benefit requirements applicable to Top-Heavy Plans will
be met in the other plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of Matching
Contributions made to his or her account, a Top-Heavy minimum will be required
for non-Key Employees who are Participants, however, neither Elective Deferrals
by nor Matching Contributions to non-Key Employees may be taken into account
for purposes of satisfying the top-heavy Minimum Contribution requirement.

14.3  MINIMUM VESTING.  For any Plan Year in which this Plan is Top-Heavy, the
minimum vesting schedule elected by the Employer in the Adoption Agreement will
automatically apply to the Plan.  If the vesting schedule selected by the
Employer in the Adoption Agreement is less liberal than the allowable schedule,
the schedule will automatically be modified.  If the vesting schedule under the
Employer's Plan shifts in or out of the Top-Heavy schedule for any Plan Year,
such shift is an amendment to the vesting schedule and the election in
paragraph 9.8 of the Plan applies.





<PAGE>   95

The minimum vesting schedule applies to all accrued benefits within the meaning
of Code Section 411 (a)(7) except those attributable to Employee contributions,
including benefits accrued before the effective date of Code Section 416 and
benefits accrued before the Plan became Top-Heavy.  Further, no reduction in
vested benefits may occur in the event the Plan's status as Top-Heavy changes
for any Plan Year.

However, this paragraph does not apply to the account balances of any Employee
who does not have an Hour of Service after the Plan initially becomes Top-Heavy
and such Employee's account balance attributable to Employer contributions and
forfeitures will be determined without regard to this paragraph.

14.4  LIMITATIONS ON ALLOCATIONS.  In any Plan Year in which the Top-Heavy
Ratio exceeds 90% (i.e., the Plan becomes Super Top-Heavy), the denominators of
the Defined Benefit Fraction (as defined in paragraph 1.16) and Defined
Contribution Fraction (as defined in paragraph 1.19) shall be computed using
100% of the dollar limitation instead of 125%.

                                   ARTICLE XV
                           AMENDMENT AND TERMINATION

15.1  AMENDMENT BY SPONSOR.  The Sponsor may amend any or all provisions of
this Plan and Trust/Custodial Account at any time without obtaining the
approval or consent of any Employer which has adopted this Plan and
Trust/Custodial Account provided that no amendment shall authorize or permit
any part of the corpus or income of the Fund to be used for or diverted to
purposes other than for the exclusive benefit of Participants and their
beneficiaries, or eliminate an optional form of distribution.  In the case of a
mass-submitted plan, the mass-submitter shall amend the Plan on behalf of the
Sponsor.

15.2  AMENDMENT BY EMPLOYER.  The Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

(a)      to satisfy Code Section 415, or

(b)      to avoid duplication of minimums under Code Section 416 because of the
         required aggregation of multiple plans.

The Employer may add certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption will not cause the Plan
to be treated as an individually designed plan for which the Employer must
obtain a separate determination letter.

If the Employer amends the Plan and Trust/Custodial Account other than as
provided above, the Employer's Plan shall no longer participate in this
Prototype Plan and will be considered an individually designed plan.

15.3  TERMINATION.  The Employer shall have the right to terminate the Plan
upon 60 days notice in writing to the Trustee/Custodian.  If the Plan is
terminated, partially terminated, or if there is a complete discontinuance of
contributions under a profit-sharing plan maintained by the Employer, all
amounts credited to the accounts of Participants shall vest and become





<PAGE>   96

nonforfeitable.  In the event of a partial termination, only those who separate
from Service shall be fully vested.  In the event of termination, the Employer
shall direct the Trustee/Custodian with respect to the distribution of accounts
to or for the exclusive benefit of Participants or their beneficiaries.  The
Trustee/Custodian shall dispose of the Fund in accordance with the written
directions of the Plan Administrator, provided that no liquidation of assets
and payment of benefits, (or provision therefor), shall actually be made by the
Trustee/Custodian until after it is established by the Employer in a manner
satisfactory to the Trustee/Custodian, that the applicable requirements, if
any, of the Employee Retirement Income Security Act of 1974 and the Internal
Revenue Code governing the termination of employee benefit plans, have been or
are being, complied with, or that appropriate authorizations, waivers,
exemptions, or variances have been, or are being obtained.  The
Trustee/Custodian shall not be obliged to distribute the Fund until it receives
notice of a favorable ruling from the Internal Revenue Service upon the
Employer's application for determination as to the effect of termination.

15.4  QUALIFICATION OF EMPLOYER'S PLAN.  If the adopting Employer fails to
attain or retain Internal Revenue Service qualification, such Employer's Plan
shall no longer participate in this Prototype Plan and will be considered an
individually designed plan.

15.5  MERGERS AND CONSOLIDATIONS.

(a)      In the case of any merger or consolidation of the Employer's Plan
         with, or transfer of assets or liabilities of the Employer's Plan to,
         any other plan, Participants in the Employer's Plan shall be entitled
         to receive benefits immediately after the merger, consolidation, or
         transfer which are equal to or greater than the benefits they would
         have been entitled to receive immediately before the merger,
         consolidation, or transfer if the Plan had then terminated.

(b)      Any corporation into which the Trustee/Custodian or any successor
         trustee/custodian may be merged or with which it may be consolidated,
         or any corporation resulting from any merger or consolidation to which
         the Trustee/Custodian or any successor trustee/custodian may be a
         party, or any corporation to which all or substantially all the trust
         business of the Trustee/Custodian or any successor trustee/ custodian
         may be transferred, shall be the successor of such Trustee/Custodian
         without the filing of any instrument or performance of any further
         act, before any court.

15.6  RESIGNATION AND REMOVAL.  The Trustee/Custodian may resign by written
notice to the Employer which shall be effective 60 days after delivery.  The
Employer may discontinue its participation in this Prototype Plan and
Trust/Custodial Account effective upon 60 days written notice to the Sponsor.
In such event the Employer shall, prior to the effective date thereof amend the
Plan to eliminate any reference to this Prototype Plan and Trust/Custodial
Account and appoint a successor trustee or custodian or arrange for another
funding agent.  The Trustee/Custodian shall deliver the Fund to its successor
on the effective date of the resignation or removal, or as soon thereafter as
practicable, provided that this shall not waive any lien the Trustee/Custodian
may have upon the Fund for its





<PAGE>   97

compensation or expenses.  If the Employer fails to amend the Plan and appoint
a successor trustee, custodian, or other funding agent within the said 60 days,
or such longer period as the Trustee/Custodian may specify in writing, the Plan
shall be deemed individually designed and the Employer shall be deemed the
successor trustee/custodian.  The Employer must then obtain its own
determination letter.

15.7  QUALIFICATION OF PROTOTYPE.  The Sponsor intends that this Prototype Plan
will meet the requirements of the Code as a qualified Prototype Retirement Plan
and Trust/Custodial Account.  Should the Commissioner of Internal Revenue or
any delegate of the Commissioner at any time determine that the Plan and
Trust/Custodial Account fails to meet the requirements of the Code, the Sponsor
will amend the Plan and Trust/Custodial Account to maintain its qualified
status.

                                  ARTICLE XVI
                                 GOVERNING LAW

Construction, validity and administration of the Prototype Plan and
Trust/Custodial Account, and any Employer Plan and Trust/Custodial Account as
embodied in the Prototype document and accompanying Adoption Agreement, shall
be governed by Federal law to the extent applicable and to the extent not
applicable by the laws of the State/Commonwealth in which the principal office
of the Sponsor or its affiliate which is designated as Trustee or Custodian in
the Adoption Agreement, is located.