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                                                                     Exhibit 4.1

                                THE CORPORATE PLAN

                               FOR RETIREMENT(SM)

                       FIDELITY BASIC PLAN DOCUMENT NO. 02


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                                TABLE OF CONTENTS

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<S>               <C>                                                                                             <C>
                  Preamble

Article 1.        Adoption Agreement............................................................................    1
Article 2.        Definitions...................................................................................    1

         2.01.    Definitions...................................................................................    1
         2.02.    Pronouns......................................................................................    9
         2.03.    Special Effective Dates.......................................................................    9

Article 3.        Service.......................................................................................    9

         3.01.    Crediting of Eligibility Service..............................................................    9
         3.02.    Re-Crediting of Eligibility Service Following Termination of Employment.......................   10
         3.03.    Crediting of Vesting Service..................................................................   10
         3.04.    Application of Vesting Service to a Participant's Account Following a Break in Vesting
                  Service.......................................................................................   10
         3.05.    Service with Predecessor Employer.............................................................   10
         3.06.    Change in Service Crediting...................................................................   10

Article 4.        Participation.................................................................................   11

         4.01.    Date of Participation.........................................................................   11
         4.02.    Transfers Out of Covered Employment...........................................................   11
         4.03.    Transfers Into Covered Employment.............................................................   11
         4.04.    Resumption of Participation Following Reemployment............................................   11

Article 5.        Contributions.................................................................................   11

         5.01.    Contributions Subject to Limitations..........................................................   11
         5.02.    Compensation Taken into Account in Determining Contributions..................................   12
         5.03.    Deferral Contributions........................................................................   12
         5.04.    Employee Contributions........................................................................   12
         5.05.    No Deductible Employee Contributions..........................................................   12
         5.06.    Rollover Contributions........................................................................   13
         5.07.    Qualified Nonelective Employer Contributions..................................................   13
         5.08.    Matching Employer Contributions...............................................................   14
         5.09.    Qualified Matching Employer Contributions.....................................................   14
         5.10.    Nonelective Employer Contributions............................................................   15
         5.11.    Vested Interest in Contributions..............................................................   16
         5.12.    Time for Making Contributions.................................................................   17
         5.13.    Return of Employer Contributions..............................................................   17

Article 6.        Limitations on Contributions..................................................................   17

         6.01.    Special Definitions...........................................................................   17
         6.02.    Code Section 402(g) Limit on Deferral Contributions...........................................   23
         6.03.    Additional Limit on Deferral Contributions....................................................   23
         6.04.    Allocation and Distribution of "Excess Contributions".........................................   24
         6.05.    Reductions in Deferral Contributions to Meet Code Requirements................................   24
         6.06.    Limit on Matching Employer Contributions and Employee Contributions ..........................   24
         6.07.    Allocation, Distribution, and Forfeiture of "Excess Aggregate Contributions"..................   25
         6.08.    Aggregate Limit on "Contribution Percentage Amounts" and "Includable Contributions"...........   25
         6.09.    Income or Loss on Distributable Contributions.................................................   26
         6.10.    Deemed Satisfaction of "ADP" Test.............................................................   26
         6.11.    Deemed Satisfaction of "ACP" Test With Respect to Matching Employer Contributions.............   27
         6.12.    Code Section 415 Limitations..................................................................   27

Article 7.        Participants' Accounts........................................................................   30
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<S>               <C>                                                                                             <C>
         7.01.    Individual Accounts...........................................................................   30
         7.02.    Valuation of Accounts.........................................................................   30

Article 8.        Investment of Contributions...................................................................   30

         8.01.    Manner of Investment..........................................................................   30
         8.02.    Investment Decisions..........................................................................   30
         8.03.    Participant Directions to Trustee.............................................................   31

Article 9.        Participant Loans.............................................................................   31

         9.01.    Special Definitions...........................................................................   31
         9.02.    Participant Loans.............................................................................   32
         9.03.    Separate Loan Procedures......................................................................   32
         9.04.    Availability of Loans.........................................................................   32
         9.05.    Limitation on Loan Amount.....................................................................   32
         9.06.    Interest Rate.................................................................................   32
         9.07.    Level Amortization............................................................................   32
         9.08.    Security......................................................................................   32
         9.09.    Transfer and Distribution of Loan Amounts from Permissible Investments........................   33
         9.10.    Default.......................................................................................   33
         9.11.    Effect of Termination Where Participant has Outstanding Loan Balance..........................   33
         9.12.    Deemed Distributions Under Code Section 72(p).................................................   33
         9.13.    Determination of Account Value Upon Distribution Where Plan Loan is Outstanding...............   34

Article 10.       In-Service Withdrawals........................................................................   34

         10.01.   Availability of In-Service Withdrawals........................................................   34
         10.02.   Withdrawal  of Employee Contributions.........................................................   34
         10.03.   Withdrawal of Rollover Contributions..........................................................   34
         10.04.   Age 59 1/2 Withdrawals........................................................................   34
         10.05.   Hardship Withdrawals..........................................................................   34
         10.06.   Preservation of Prior Plan In-Service Withdrawal Rules........................................   35
         10.07.   Restrictions on In-Service Withdrawals........................................................   36
         10.08.   Distribution of Withdrawal Amounts............................................................   36

Article 11.       Right to Benefits.............................................................................   36

         11.01.   Normal or Early Retirement....................................................................   36
         11.02.   Late Retirement...............................................................................   37
         11.03.   Disability Retirement.........................................................................   37
         11.04.   Death.........................................................................................   37
         11.05.   Other Termination of Employment...............................................................   37
         11.06.   Application for Distribution..................................................................   37
         11.07.   Application of Vesting Schedule Following Partial Distribution................................   37
         11.08.   Forfeitures...................................................................................   38
         11.09.   Application of Forfeitures....................................................................   38
         11.10.   Reinstatement of Forfeitures..................................................................   38
         11.11.   Adjustment for Investment Experience..........................................................   39

Article 12.       Distributions.................................................................................   39

         12.01.   Restrictions on Distributions.................................................................   39
         12.02.   Timing of Distribution Following Retirement or Termination of Employment......................   39
         12.03.   Participant Consent to Distribution...........................................................   39
         12.04.   Required Commencement of Distribution to Participants.........................................   40
         12.05.   Required Commencement of Distribution to Beneficiaries........................................   40
         12.06.   Whereabouts of Participants and Beneficiaries.................................................   41

Article 13.       Form of Distribution..........................................................................   41

         13.01.   Normal Form of Distribution Under Profit Sharing Plan.........................................   41
</TABLE>


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<S>               <C>                                                                                             <C>
         13.02.   Cash Out Of Small Accounts....................................................................   42
         13.03.   Minimum Distributions.........................................................................   42
         13.04.   Direct Rollovers..............................................................................   43
         13.05.   Notice Regarding Timing and Form of Distribution..............................................   43
         13.06.   Determination of Method of Distribution.......................................................   44
         13.07.   Notice to Trustee.............................................................................   44

Article 14.       Superseding Annuity Distribution Provisions...................................................   44

         14.01.   Special Definitions...........................................................................   44
         14.02.   Applicability.................................................................................   44
         14.03.   Annuity Form of Payment.......................................................................   44
         14.04.   "Qualified Joint and Survivor Annuity" and "Qualified Preretirement Survivor Annuity"
                  Requirements..................................................................................   45
         14.05.   Waiver of the "Qualified Joint and Survivor Annuity" and/or "Qualified Preretirement
                  Survivor Annuity" Rights......................................................................   45
         14.06.   Spouse's Consent to Waiver....................................................................   46
         14.07.   Notice Regarding "Qualified Joint and Survivor Annuity".......................................   46
         14.08.   Notice Regarding "Qualified Preretirement Survivor Annuity"...................................   46
         14.09.   Former Spouse.................................................................................   47

Article 15.       Top-Heavy Provisions..........................................................................   47

         15.01.   Definitions...................................................................................   47
         15.02.   Application...................................................................................   49
         15.03.   Minimum Contribution..........................................................................   49
         15.04.   Modification of Allocation Provisions to Meet Minimum Contribution Requirements...............   49
         15.05.   Adjustment to the Limitation on Contributions and Benefits....................................   50
         15.06.   Accelerated Vesting...........................................................................   51
         15.07.   Exclusion of Collectively-Bargained Employees.................................................   51

Article 16.       Amendment and Termination.....................................................................   51

         16.01.   Amendments by the Employer that do Not Affect Prototype Status................................   51
         16.02.   Amendments by the Employer that Affect Prototype Status.......................................   51
         16.03.   Amendment by the Mass Submitter Sponsor and the Prototype Sponsor.............................   52
         16.04.   Amendments Affecting Vested and/or Accrued Benefits...........................................   52
         16.05.   Retroactive Amendments........................................................................   52
         16.06.   Termination...................................................................................   52
         16.07.   Distribution upon Termination of the Plan.....................................................   53
         16.08.   Merger or Consolidation of Plan; Transfer of Plan Assets......................................   53

Article 17.       Amendment and Continuation of Prior Plan; Transfer of Funds to or from Other Qualified
                  Plans.........................................................................................   53

         17.01.   Amendment and Continuation of Prior Plan......................................................   53
         17.02.   Transfer of Funds from an Existing Plan.......................................................   54
         17.03.   Acceptance of Assets by Trustee...............................................................   55
         17.04.   Transfer of Assets from Trust.................................................................   55

Article 18.       Miscellaneous.................................................................................   56

         18.01.   Communication to Participants.................................................................   56
         18.02.   Limitation of Rights..........................................................................   56
         18.03.   Nonalienability of Benefits...................................................................   56
         18.04.   Qualified Domestic Relations Orders Procedures................................................   56
         18.05.   Additional Rules for Paired Plans.............................................................   57
         18.06.   Application  of  Plan  Provisions  in  Multiple  Employer  Plans..............................   57
         18.07.   Veterans Reemployment Rights..................................................................   57
         18.08.   Facility of Payment...........................................................................   58
         18.09.   Information between Employer and Trustee......................................................   58
</TABLE>


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<S>               <C>                                                                                             <C>
         18.10.   Effect of Failure to Qualify Under Code.......................................................   58
         18.11.   Directions, Notices and Disclosure............................................................   58
         18.12.   Governing Law.................................................................................   58

Article 19.       Plan Administration...........................................................................   58

         19.01.   Powers and Responsibilities of the Administrator..............................................   58
         19.02.   Nondiscriminatory Exercise of Authority.......................................................   59
         19.03.   Claims and Review Procedures..................................................................   59
         19.04.   Named Fiduciary...............................................................................   59
         19.05.   Costs of Administration.......................................................................   59

Article 20.       Trust Agreement...............................................................................   60

         20.01.   Acceptance of Trust Responsibilities..........................................................   60
         20.02.   Establishment of Trust Fund...................................................................   60
         20.03.   Exclusive Benefit.............................................................................   60
         20.04.   Powers of Trustee.............................................................................   60
         20.05.   Accounts......................................................................................   61
         20.06.   Approval of Accounts..........................................................................   61
         20.07.   Distribution from Trust Fund..................................................................   62
         20.08.   Transfer of Amounts from Qualified Plan.......................................................   62
         20.09.   Transfer of Assets from Trust.................................................................   62
         20.10.   Separate Trust or Fund for Existing Plan Assets...............................................   62
         20.11.   Self-Directed Brokerage Option................................................................   63
         20.12.   Employer Stock Investment Option..............................................................   63
         20.13.   Voting; Delivery of Information...............................................................   68
         20.14.   Compensation and Expenses of Trustee..........................................................   68
         20.15.   Reliance by Trustee on Other Persons..........................................................   68
         20.16.   Indemnification by Employer...................................................................   68
         20.17.   Consultation by Trustee with Counsel..........................................................   68
         20.18.   Persons Dealing with the Trustee..............................................................   68
         20.19.   Resignation or Removal of Trustee.............................................................   69
         20.20.   Fiscal Year of the Trust......................................................................   69
         20.21.   Discharge of Duties by Fiduciaries............................................................   69
         20.22.   Amendment.....................................................................................   69
         20.23.   Plan Termination..............................................................................   69
         20.24.   Permitted Reversion of Funds to Employer......................................................   69
         20.25.   Governing Law.................................................................................   70
</TABLE>


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PREAMBLE.

This prototype plan consists of three parts: (1) an Adoption Agreement that is a
separate document incorporated by reference into this Basic Plan Document; (2)
this Basic Plan Document; and (3) a Trust Agreement that is a part of this Basic
Plan Document and is found in Article 20. Each part of the prototype plan
contains substantive provisions that are integral to the operation of the plan.
The Adoption Agreement is the means by which an adopting Employer elects the
optional provisions that shall apply under its plan. The Basic Plan Document
describes the standard provisions elected in the Adoption Agreement. The Trust
Agreement describes the powers and duties of the Trustee with respect to plan
assets.

The prototype plan is intended to qualify under Code Section 401(a) . Depending
upon the Adoption Agreement completed by an adopting Employer, the prototype
plan may be used to implement a money purchase pension plan, a profit sharing
plan, or a profit sharing plan with a cash or deferred arrangement intended to
qualify under Code Section 401(k)

ARTICLE 1. ADOPTION AGREEMENT.

ARTICLE 2. DEFINITIONS.

2.01. Definitions. WHEREVER USED HEREIN, THE FOLLOWING TERMS HAVE THE MEANINGS
SET FORTH BELOW, UNLESS A DIFFERENT MEANING IS CLEARLY REQUIRED BY THE CONTEXT:

(a)   "ACCOUNT" means an account established for the purpose of recording any
      contributions made on behalf of a Participant and any income, expenses,
      gains, or losses incurred thereon. The Administrator shall establish and
      maintain sub-accounts within a Participant's Account as necessary to
      depict accurately a Participant's interest under the Plan.

(b)   "ACTIVE PARTICIPANT" means any Eligible Employee who has met the
      requirements of Article 4 to participate in the Plan and who may be
      entitled to receive allocations under the Plan.

(c)   "ADMINISTRATOR" means the Employer adopting this Plan, as listed in
      Subsection 1.02(a) of the Adoption Agreement, or any other person
      designated by the Employer in Subsection 1.01(c) of the Adoption
      Agreement.

(d)   "ADOPTION AGREEMENT" means Article 1, under which the Employer establishes
      and adopts, or amends the Plan and Trust and designates the optional
      provisions selected by the Employer, and the Trustee accepts its
      responsibilities under Article 20. The provisions of the Adoption
      Agreement shall be an integral part of the Plan.

(e)   "ANNUITY STARTING DATE" means the first day of the first period for which
      an amount is payable as an annuity or in any other form permitted under
      the Plan.

(f)   "BASIC PLAN DOCUMENT" means this Fidelity prototype plan document,
      qualified with the National Office of the Internal Revenue Service as
      Basic Plan Document No. 02.

(g)   "BENEFICIARY" means the person or persons (including a trust) entitled
      under Section 11.04 or 14.04 to receive benefits under the Plan upon the
      death of a Participant; provided, however, that for purposes of Section
      13.03 such term shall be applied in accordance with Code Section 401(a)(9)
      and the regulations thereunder.

(h)   "BREAK IN VESTING SERVICE" means a 12-consecutive-month period beginning
      on an Employee's Severance Date or any anniversary thereof in which the
      Employee is not credited with an Hour of Service.

Notwithstanding the foregoing, the following special rules apply in determining
whether an Employee who is on leave has incurred a Break in Vesting Service:


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      (1) If an individual is absent from work because of "maternity/paternity
      leave" beyond the first anniversary of his Severance Date, the
      12-consecutive-month period beginning on the individual's Severance Date
      shall not constitute a Break in Vesting Service. For purposes of this
      paragraph, "maternity/paternity leave" means a leave of absence (A) by
      reason of the pregnancy of the individual, (B) by reason of the birth of a
      child of the individual, (C) by reason of the placement of a child with
      the individual in connection with the adoption of such child by the
      individual, or (D) for purposes of caring for a child for the period
      beginning immediately following such birth or placement.

      (2) If an individual is absent from work because of "FMLA leave" and
      returns to employment with the Employer or a Related Employer following
      such "FMLA leave", he shall not incur a Break in Vesting Service during
      any 12-consecutive-month period beginning on his Severance Date or
      anniversaries thereof in which he is absent because of such "FMLA leave".
      For purposes of this paragraph, "FMLA leave" means an approved leave of
      absence pursuant to the Family and Medical Leave Act of 1993.

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

(j)   "COMPENSATION" means wages as defined in Code Section 3401(a) and all
      other payments of compensation to an Eligible Employee by the Employer (in
      the course of the Employer's trade or business) for services to the
      Employer while employed as an Eligible Employee for which the Employer is
      required to furnish the Eligible Employee a written statement under Code
      Sections 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 Mie employment or the
      services performed (such as the exception for agricultural labor in Code
      Section 3401(a)(2))

      For any Self-Employed Individual, Compensation means Earned Income;
provided, however, that if the Employer elects to exclude specified items from
Compensation, such Earned Income shall be adjusted in a similar manner so that
it is equivalent under regulations issued under Code Section 414(s) to
Compensation for Participants who are not Self-Employed Individuals.

      Compensation shall generally be based on the amount actually paid to the
Eligible Employee during the Plan Year or, for purposes of Articles 5 (and, for
Plan Years beginning prior to January 1, 2003, Article 15) so elected by the
Employer in Subsection 1.05(c) of the Adoption Agreement, during that portion of
the Plan Year during which the Eligible Employee is an Active Participant.
Notwithstanding the preceding sentence, Compensation for purposes of Section
6.12 (Code Section 415 Limitations) shall be based on the amount actually paid
or made available to the Participant during the Limitation Year.

      If the initial Plan Year of a new plan consists of fewer than 12 months,
calculated from the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement through the end of such initial Plan Year, Compensation for
such initial Plan Year shall be determined as follows:

      (1) If the Plan is a profit sharing plan, for purposes of allocating
      Nonelective Employer Contributions under Section 1.11 of the Adoption
      Agreement (other than Nonelective Employer Contributions made in
      accordance with the Safe Harbor Nonelective Employer Contributions
      Addendum to the Adoption Agreement) and determining Highly Compensated
      Employees under Subsection 2.01(z), the initial Plan Year shall be the
      12-month period ending on the last day of the Plan Year.

      (2) For purposes of Section 6.12 (Code Section 415 Limitations) where the
      Limitation Year is based on the Plan Year, the Limitation Year shall be
      the 12-month period ending on the last day of the Plan Year.

      (3) For all other purposes, the initial Plan Year shall be the period from
      the Effective Date listed in Subsection 1.01(g)(1) of the Adoption
      Agreement through the end of the initial Plan Year.


                                       2
<PAGE>
            The annual Compensation of each Active Participant taken into
      account for determining benefits provided under the Plan for any
      determination period shall not exceed the annual Compensation limit under
      Code Section 401(a)(17) as in effect on the first day of the determination
      period. This limit shall he adjusted by the Secretary to reflect increases
      in the cost of living, as provided in Code Section 401(a)(17)(B);
      provided, however, that the dollar increase in effect on January 1 of any
      calendar year is effective for determination periods beginning in such
      calendar year. If a Plan determines Compensation over a determination
      period that contains fewer than 12 calendar months (a "short determination
      period"), then the Compensation limit for such "short determination
      period" is equal to the Compensation limit for the calendar year in which
      the "short determination period" begins multiplied by the ratio obtained
      by dividing the number of full months in the "short determination period"
      by 12; provided, however, that such proration shall not apply if there is
      a "short determination period" because (i) the Employer elected in
      Subsection 1.05(c) of the Adoption Agreement to determine contributions
      based only on Compensation paid during the portion of the Plan Year during
      which an individual was an Active Participant, (ii) an Employee is covered
      under the Plan less than a full Plan Year, or (iii) Deferral Contributions
      and/or Matching Employer Contributions are contributed for each pay period
      during the Plan Year and are based on Compensation for that pay period.

      (k) "CONTRIBUTION PERIOD" means the period for which Matching Employer and
      Nonelective Employer Contributions are made and calculated. The
      Contribution Period for additional Matching Employer Contributions, as
      described in Subsection 1.10(b) of the Adoption Agreement and Nonelective
      Employer Contributions is the Plan Year. The Contribution Period for basic
      Matching Employer Contributions, as described in Subsection 1.10(a)of the
      Adoption Agreement, is the period specified by the Employer in Subsection
      1.10(c) of the Adoption Agreement.

      (l) "DEFERRAL CONTRIBUTION" means any contribution made to the Plan by the
      Employer in accordance with the provisions of Section 5.03.

      (m) "EARLY RETIREMENT AGE" means the early retirement age specified in
      Subsection 1.13(b) of the Adoption Agreement, if any.

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

      (o) "EFFECTIVE DATE" means the effective date specified by the Employer in
      Subsection 1.01(g)(1) or (2) of the Adoption Agreement with respect to the
      Plan, if this is a new plan, or with respect to the amendment and
      restatement, if this is an amendment and restatement of the Plan. The
      Employer may select special Effective Dates with respect to specified Plan
      provisions, as set forth in Section (a) of the Special Effective Dates
      Addendum to the Adoption Agreement. In the event that another plan is
      merged into and made a part of the Plan, the effective date of the merger
      shall be reflected in Section (b) of the Special Effective Dates Addendum
      to the Adoption Agreement.

      If this is an amendment and restatement of the Plan, and the Plan was not
      amended prior to the effective date specified by the Employer in
      Subsection 1.01(g)(2) of the Adoption Agreement to comply with the
      requirements of the Acts specified in the Snap Off Addendum to the
      Adoption Agreement, the effective dates specified in such Snap Off
      Addendum shall apply with respect to those provisions specified therein.
      Such effective dates may be earlier than the date specified in Subsection
      1.01(g)(2) of the Adoption Agreement.

      (p) "ELIGIBILITY COMPUTATION PERIOD" means each 12-consecutive-month
      period beginning with an Employee's Employment Commencement Date and each
      anniversary thereof.


                                       3
<PAGE>
      (q) "ELIGIBILITY SERVICE" means an Employee's service that is taken into
      account in determining his eligibility to participate in the Plan as may
      be required under Subsection 1.04(b) of the Adoption Agreement.
      Eligibility Service shall be credited in accordance with Article 3.

      (r) "ELIGIBLE EMPLOYEE" means any Employee of the Employer who is in the
      class of Employees eligible to participate in the Plan. The Employer must
      specify in Subsection 1.04(c) of the Adoption Agreement any Employee or
      class of Employees not eligible to participate in the Plan. If Article 1
      of the Employer's Plan is a Non-Standardized Adoption Agreement,
      regardless of the Employer's selection in Subsection 1.04(c) of the
      Adoption Agreement, the following Employees are automatically excluded
      from eligibility to participate in the Plan:

            (1) any individual who is a signatory to a contract, letter of
            agreement, or other document that acknowledges his status as an
            independent contractor not entitled to benefits under the Plan or
            who is not otherwise classified by the Employer as a common law
            employee and with respect to whom the Employer does not withhold
            income taxes and file Form W-2 (or any replacement Form), with the
            Internal Revenue Service and does not remit Social Security payments
            to the Federal government, even if such individual is later
            adjudicated to be a common law employee; and

            (2) any Employee who is a resident of Puerto Rico.

            If the Employer elects to exclude collective bargaining employees
      from the eligible class, the exclusion applies to any Employee of the
      Employer included in a unit of Employees covered by an agreement which the
      Secretary of Labor finds to be a collective bargaining agreement between
      employee representatives and one or more employers, unless the collective
      bargaining agreement requires the Employee to be covered under the Plan.
      The term "employee representatives" does not include any organization more
      than half the members of which are owners, officers, or executives of the
      Employer.

            If the Employer does not elect to exclude Leased Employees from the
      eligible class, contributions or benefits provided by the leasing
      organization which are attributable to services performed for the Employer
      shall be treated as provided by the Employer and there shall be no
      duplication of benefits under this Plan.

      (s) "EMPLOYEE" means any common law employee of the Employer or a Related
      Employer, any Self-Employed Individual, and any Leased Employee.
      Notwithstanding the foregoing, a Leased Employee shall not be considered
      an Employee if Leased Employees do not constitute more than 20 percent of
      the Employer's non-highly compensated work-force (taking into account all
      Related Employers) and the Leased Employee is covered by a money purchase
      pension plan maintained by the leasing organization and providing (1) a
      nonintegrated employer contribution rate of at least 10 percent of
      compensation, as defined for purposes of Code Section 415(c)(3), but
      including amounts contributed pursuant to a salary reduction agreement
      which are excludable from gross income under Code Section 125, 132(f)(4),
      402(e)(3), 402(h) or 403(b), (2) full and immediate vesting, and (3)
      immediate participation by each employee of the leasing organization.

      (t) "EMPLOYEE CONTRIBUTION" means any after-tax contribution made by an
      Active Participant to the Plan.

      (u) "EMPLOYER" means the employer named in Subsection 1.02(a) of the
      Adoption Agreement and any Related Employer included as an Employer under
      this Subsection 2.01(u). If Article 1 of the Employer's Plan is a
      Standardized Adoption Agreement, the term "Employer" includes all Related
      Employers; provided, however, that if an employer becomes a Related
      Employer as a result of an asset or stock acquisition, merger or other
      similar transaction, the term "Employer" shall not include such employer
      for periods prior to the earlier of (1) the date as of which Subsection
      1.02(b) of the Adoption Agreement is amended to name such employer or (2)
      the first day of the second Plan Year beginning after the date of such
      transaction. If Article 1 of the Employer's Plan is a Non-Standardized
      Adoption Agreement, the term


                                       4
<PAGE>
      "Employer" includes only those Related Employers designated in Subsection
      1.02(b) of the Adoption Agreement.

            If the organization or other entity named in the Adoption Agreement
      is a sole proprietor or a professional corporation and the sole proprietor
      of such proprietorship or the sole shareholder of the professional
      corporation dies, then the legal representative of such sole proprietor or
      shareholder shall be deemed to be the Employer until such time as, through
      the disposition of such sole proprietor's or sole shareholder's estate or
      otherwise, any organization or other entity succeeds to the interests of
      the sole proprietor in the proprietorship or the sole shareholder in the
      professional corporation. The legal representative of a sole proprietor or
      shareholder shall be (1) the person appointed as such by the sole
      proprietor or shareholder prior to his death under a legally enforceable
      power of attorney, or, if none, (2) the executor or administrator of the
      sole proprietor's or shareholder's estate.

            If one of the Employers designated in Subsection 1.02(b) of the
      Adoption Agreement is not a Related Employer, the term "Employer" includes
      such un-Related Employer and the provisions of Section 18.06 shall apply.

      (v) "EMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee
      first performs an Hour of Service.

      (w) "ENTRY DATE" means the date specified by the Employer in Subsection
      1.04(d) or (e) of the Adoption Agreement as of which an Eligible Employee
      who has met the applicable eligibility requirements begins to participate
      in the Plan. The Employer may specify different Entry Dates for purposes
      of eligibility to participate in the Plan by (1) making Deferral
      Contributions and (2) receiving allocations of Matching and/or Nonelective
      Employer Contributions.

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

      (y) "FUND SHARE" means the share, unit, or other evidence of ownership in
      a Permissible Investment.

      (z) "HIGHLY COMPENSATED EMPLOYEE" means both highly compensated active
      Employees and highly compensated former Employees.

            A highly compensated active Employee includes any Employee who
      performs service for the Employer during the "determination year" and who
      (1) at any time during the "determination year" or the "look-back year"
      was a five percent owner or (2) received Compensation from the Employer
      during the "look-back year" in excess of $80,000 (as adjusted pursuant to
      Code Section 415(d)) and, if elected by the Employer in Section 1.06 of
      the Adoption Agreement, was a member of the top-paid group for such year.

            For this purpose, the "determination year" shall be the Plan Year.
      The "look-back year" shall be the twelve-month period immediately
      preceding the "determination year", unless the Employer has elected in
      Section 1.06 of the Adoption Agreement to make the "look-back year" the
      calendar year beginning within the preceding Plan Year.

            A highly compensated former Employee includes any Employee who
      separated from service (or was deemed to have separated) prior to the
      "determination year", performs no service for the Employer during the
      "determination year", and was a highly compensated active Employee for
      either the separation year or any "determination year" ending on or after
      the Employee's 55th birthday, as determined under the rules in effect for
      determining Highly Compensated Employees for such separation year or
      "determination year".

            The determination of who is a Highly Compensated Employee, including
      the determinations of the number and identity of Employees in the top-paid
      group, shall be made in accordance with Code Section 414(q) and the
      Treasury Regulations issued thereunder.


                                       5
<PAGE>
            For purposes of this Subsection 2.01(z), Compensation shall include
      amounts that are not includable in the gross income of an Employee under a
      salary reduction agreement by reason of the application of Code Section
      125, 132(f)(4), 402(e)(3) , 402(h) , or 403(b).

      (aa) "HOUR OF SERVICE", with respect to any individual, means:

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

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

                  (A) No more than 501 Hours of Service shall be credited under
                  this paragraph (2) on account of any single continuous period
                  during which the individual performs no duties, unless the
                  individual performs no duties because of military duty, the
                  individual's employment rights are protected by law, and the
                  individual returns to employment with the Employer or a
                  Related Employer during the period that his employment rights
                  are protected under Federal law;

                  (B) Hours of Service shall not be credited under this
                  paragraph (2) for a payment which solely reimburses the
                  individual for medically-related expenses, or which is made or
                  due under a plan maintained solely for the purpose of
                  complying with applicable worker's compensation, unemployment
                  compensation or disability insurance laws; and

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

            (3) Each hour not counted under paragraph (1) or (2) for which he
            would have been scheduled to work for the Employer or a Related
            Employer during the period that he is absent from work because of
            military duty, provided the individual's employment rights are
            protected under Federal law and the individual returns to work with
            the Employer or a Related Company during the period that his
            employment rights are protected, each such hour to be credited to
            the individual for the Eligibility Computation Period for which he
            would have been scheduled to work; and

            (4) Each hour not counted under paragraph (1), (2), or (3) for which
            back pay, irrespective of mitigation of damages, has been either
            awarded or agreed to be paid by the Employer or a Related Employer,
            shall be credited to the individual for the Eligibility Computation
            Period to which the award or agreement pertains rather than the
            Eligibility Computation Period in which the award, agreement, or
            payment is made.

            For purposes of paragraphs (2) and (4) above, Hours of Service shall
      be calculated in accordance with the provisions of Section 2530.200b-2(b)
      of the Department of Labor regulations, which are incorporated herein by
      reference.


                                       6
<PAGE>
            Notwithstanding any other provision of this Subsection to the
      contrary, the Employer may elect to credit Hours of Service in accordance
      with any of the equivalencies set forth in paragraphs (d), (e), or (f) of
      Department of Labor Regulations Section 2530.200b-3.

      (bb) "INACTIVE PARTICIPANT" means any individual who was an Active
      Participant, but is no longer an Eligible Employee and who has an Account
      under the Plan.

      (cc) "LEASED EMPLOYEE" means any individual who provides services to the
      Employer or a Related Employer (the "recipient") but is not otherwise an
      employee of the recipient if (1) such services are provided pursuant to an
      agreement between the recipient and any other person (the "leasing
      organization"), (2) such individual has performed services for the
      recipient (or for the recipient and any related persons within the meaning
      of Code Section 414(n)(6)) on a substantially full-time basis for at least
      one year, and (3) such services are performed under primary direction of
      or control by the recipient. The determination of who is a Leased Employee
      shall be made in accordance with any rules and regulations issued by the
      Secretary of the Treasury or his delegate.

      (dd) "LIMITATION YEAR" means the 12-consecutive-month period designated by
      the Employer in Subsection 1.01(f) of the Adoption Agreement. If no other
      Limitation Year is designated by the Employer, the Limitation Year shall
      be the calendar year. All qualified plans of the Employer and any Related
      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.

      (ee) "MATCHING EMPLOYER CONTRIBUTION" means any contribution made by the
      Employer to the Plan in accordance with Section 5.08 or 5.09 on account of
      an Active Participant's Deferral Contributions.

      (ff) "MASS SUBMITTER SPONSOR" means Fidelity Management & Research Company
      or its successor.

      (gg) "NONELECTIVE EMPLOYER CONTRIBUTION" means any contribution made by
      the Employer to the Plan in accordance with Section 5.10.

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

      (ii) "NORMAL RETIREMENT AGE" means the normal retirement age specified in
      Subsection 1.13(a) of the Adoption Agreement. If the Employer enforces a
      mandatory retirement age in accordance with Federal law, the Normal
      Retirement Age is the lesser of that mandatory age or the age specified in
      Subsection 1.13(a) of the Adoption Agreement.

      (jj) "PARTICIPANT" means any individual who is either an Active
      Participant or an Inactive Participant.

      (kk) "PERMISSIBLE INVESTMENT" means the investments specified by the
      Employer as available for investment of assets of the Trust and agreed to
      by the Trustee and the Prototype Sponsor. The Permissible Investments
      under the Plan shall be listed in the Service Agreement.

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

      (mm) "PLAN YEAR" means the 12-consecutive-month period ending on the date
      designated by the Employer in Subsection 1.01(d) of the Adoption
      Agreement, except that the initial Plan Year of a new Plan may consist of
      fewer than 12 months, calculated from the Effective Date listed in
      Subsection 1.01(g)(1) of the Adoption Agreement through the end of such
      initial Plan Year, in which event Compensation for such initial Plan Year
      shall be treated as provided in Subsection 2.01(j).


                                       7
<PAGE>
      (nn) "PROTOTYPE SPONSOR" means Fidelity Management & Research Company or
      its successor.

      (oo) "QUALIFIED MATCHING EMPLOYER CONTRIBUTION" means any contribution
      made by the Employer to the Plan on account of Deferral Contributions or
      Employee Contributions made by or on behalf of Active Participants in
      accordance with Section 5.09, that may be included in determining whether
      the Plan meets the "ADP" test described in Section 6.03.

      (pp) "QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTION" means any contribution
      made by the Employer to the Plan on behalf of Non-Highly Compensated
      Employees in accordance with Section 5.07, that may be included in
      determining whether the Plan meets the "ADP" test described in Section
      6.03 or the "ACP" test described in Section 6.06.

      (qq) "REEMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee
      who terminates employment with the Employer and all Related Employers
      first performs an Hour of Service following such termination of
      employment.

      (rr) "RELATED EMPLOYER" means any employer other than the Employer named
      in Subsection 1.02(a) of the Adoption Agreement if the Employer and such
      other employer are members of a controlled group of corporations (as
      defined in Code Section 414(b)) or an affiliated service group (as defined
      in Code Section 414(m)), or are trades or businesses (whether or not
      incorporated) which are under common control (as defined in Code Section
      414(c)), or such other employer is required to be aggregated with the
      Employer pursuant to regulations issued under Code Section 414(o);
      provided, however, that if Article 1 of the Employer's Plan is a
      Standardized Adoption Agreement, for purposes of Subsection 1.02(b) of the
      Adoption Agreement, the term "Related Employer" shall not include any
      employer that becomes a Related Employer as a result of an asset or stock
      acquisition, merger or other similar transaction with respect to any
      period prior to the earlier of (1) the date as of which Subsection 1.02(b)
      of the Adoption Agreement is amended to name such employer or (2) the
      first day of the second Plan Year beginning after the date of such
      transaction.

      (ss) "REQUIRED BEGINNING DATE" means:

            (1) for a Participant who is not a five percent owner, April 1 of
            the calendar year following the calendar year in which occurs the
            later of (i) the Participant's retirement or (ii) the Participant's
            attainment of age 70 1/2; provided, however, that a Participant may
            elect to have his Required Beginning Date determined without regard
            to the provisions of clause (i).

            (2) for a Participant who is a five percent owner, April 1 of the
            calendar year following the calendar year in which the Participant
            attains age 70 1/2.

            Once the Required Beginning Date of a five percent owner or a
      Participant who has elected to have his Required Beginning Date determined
      in accordance with the provisions of Section 2.01(ss)(1)(ii) has occurred,
      such Required Beginning Date shall not be re-determined, even if the
      Participant ceases to be a five percent owner in a subsequent year or
      continues in employment with the Employer or a Related Employer.

            For purposes of this Subsection 2.01(ss), a Participant is treated
      as a five percent owner if such Participant is a five 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 70 1/2.

      (tt) "ROLLOVER CONTRIBUTION" means any distribution from a qualified plan
      (or an individual retirement account holding only assets allocable to a
      distribution from a qualified plan) that an Employee elects to contribute
      to the Plan in accordance with the provisions of Section 5.06.


                                       8
<PAGE>
      (uu) "SELF-EMPLOYED INDIVIDUAL" means an individual who has Earned Income
      for the taxable year from the Employer or who would have had Earned Income
      but for the fact that the trade or business had no net profits for the
      taxable year, including, but not limited to, a partner in a partnership, a
      sole proprietor, a member in a limited liability company or a shareholder
      in a subchapter S corporation.

      (vv) "SERVICE AGREEMENT" means the agreement between the Employer and the
      Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor)
      relating to the provision of investment and other services to the Plan and
      shall include any addendum to the agreement and any other separate written
      agreement between the Employer and the Prototype Sponsor (or an agent or
      affiliate of the Prototype Sponsor) relating to the provision of services
      to the Plan.

      (ww) "SEVERANCE DATE" means the earlier of (i) the date an Employee
      retires, dies, quits, or is discharged from employment with the Employer
      and all Related Employers or (ii) the 12-month anniversary of the date on
      which the Employee was otherwise first absent from employment; provided,
      however, that if an individual terminates or is absent from employment
      with the Employer and all Related Employers because of military duty, such
      individual shall not incur a Severance Date if his employment rights are
      protected under Federal law and he returns to employment with the Employer
      or a Related Employer within the period during which he retains such
      employment rights, but, if he does not return to such employment within
      such period, his Severance Date shall be the earlier of (1) the
      anniversary of the date his absence commenced or (2) the last day of the
      period during which he retains such employment rights.

      (xx) "TRUST" means the trust created by the Employer in accordance with
      the provisions of Section 20.01.

      (yy) "TRUST AGREEMENT" means the agreement between the Employer and the
      Trustee, as set forth in Article 20, under which the assets of the Plan
      are held, administered, and managed.

      (zz) "TRUSTEE" means Fidelity Management Trust Company or its successor.
      The term Trustee shall include any delegate of the Trustee as may be
      provided in the Trust Agreement.

      (aaa) "TRUST FUND" means the property held in Trust by the Trustee for the
      Accounts of Participants and their Beneficiaries.

      (bbb) "VESTING SERVICE" means an Employee's service that is taken into
      account in determining his vested interest in his Matching Employer and
      Nonelective Employer Contributions Accounts as may be required under
      Section 1.15 of the Adoption Agreement. Vesting Service shall be credited
      in accordance with Article 3.

2.02. PRONOUNS. Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicates otherwise.

2.03. SPECIAL EFFECTIVE DATES. Some provisions of the Plan are only effective
beginning as of a specified date or until a specified date. Any such special
effective dates are specified within Plan text where applicable and are
exceptions to the general Plan Effective Date as defined in Section 2.01(o)

ARTICLE 3. SERVICE.

3.01. CREDITING OF ELIGIBILITY SERVICE. If the Employer has selected an
Eligibility Service requirement in Subsection 1.04(b) of the Adoption Agreement
for an Eligible Employee to become an Active Participant, Eligibility Service
shall be credited to an Employee as follows:

      (a) If the Employer has selected the one or two year(s) of Eligibility
      Service requirement described in Subsection 1.04(b)(1)(C) or (D) of the
      Adoption Agreement, an Employee shall be credited with a year of


                                       9
<PAGE>
      Eligibility Service for each Eligibility Computation Period during which
      the Employee has been credited with at least 1,000 Hours of Service.

      (b) If the Employer has selected the months of Eligibility Service
      requirement described in Subsection 1.04(b)(1)(B) of the Adoption
      Agreement, an Employee shall be credited with Eligibility Service for the
      aggregate of the periods beginning with the Employee's Employment
      Commencement Date (or Reemployment Commencement Date) and ending on his
      subsequent Severance Date; provided, however, that an Employee who has a
      Reemployment Date within the 12-consecutive-month period following the
      earlier of the first date of his absence or his Severance Date shall be
      credited with Eligibility Service for the period between his Severance
      Date and his Reemployment Date. Months of Eligibility Service shall be
      measured from the Employee's Employment Commencement Date or Reemployment
      Commencement Date to the coinciding date in the applicable following
      month.

3.02. RE-CREDITING OF ELIGIBILITY SERVICE FOLLOWING TERMINATION OF EMPLOYMENT.
An Employee whose employment with the Employer and all Related Employers
terminates and who is subsequently reemployed by the Employer or a Related
Employer shall be re-credited upon reemployment with his Eligibility Service
earned prior to his termination of employment.

3.03. CREDITING OF VESTING SERVICE. If the Plan provides for Matching Employer
and/or Nonelective Employer Contributions that are not 100 percent vested when
made, Vesting Service shall be credited to an Employee for the aggregate of the
periods beginning with the Employee's Employment Commencement Date (or
Reemployment Commencement Date) and ending on his subsequent Severance Date;
provided, however, that an Employee who has a Reemployment Date within the
12-consecutive-month period following the earlier of the first date of his
absence or his Severance Date shall be credited with Vesting Service for the
period between his Severance Date and his Reemployment Date. Fractional periods
of a year shall be expressed in terms of days.

3.04. APPLICATION OF VESTING SERVICE TO A PARTICIPANT'S ACCOUNT FOLLOWING A
BREAK IN VESTING SERVICE. The following rules describe how Vesting Service
earned before and after a Break in Vesting Service shall be applied for purposes
of determining a Participant's vested interest in his Matching Employer and
Nonelective Employer Contributions Accounts.

      (a) If a Participant incurs five-consecutive Breaks in Vesting Service,
      all years of Vesting Service earned by the Employee after such Breaks in
      Service shall be disregarded in determining the Participant's vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment before such Breaks in Vesting
      Service. However, Vesting Service earned both before and after such Breaks
      in Vesting Service shall be included in determining the Participant's
      vested interest in his Matching Employer and Nonelective Employer
      Contributions Account balances attributable to employment after such
      Breaks in Vesting Service.

      (b) If a Participant incurs fewer than five-consecutive Breaks in Vesting
      Service, Vesting Service earned both before and after such Breaks in
      Vesting Service shall be included in determining the Participant's vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment both before and after such
      Breaks in Vesting Service.

3.05. SERVICE WITH PREDECESSOR EMPLOYER. If the Plan is the plan of a
predecessor employer, an Employee's Eligibility and Vesting Service shall
include years of service with such predecessor employer. In any case in which
the Plan is not the plan maintained by a predecessor employer, service for such
predecessor employer shall be treated as Eligibility and Vesting Service if so
specified in Section 1.16 of the Adoption Agreement.

3.06. CHANGE IN SERVICE CREDITING. If an amendment to the Plan or a transfer
from employment as an Employee covered under another qualified plan maintained
by the Employer or a Related Employer results in a change in the method of
crediting Eligibility and/or Vesting Service with respect to a Participant
between the Hours of Service crediting method set forth in Section 2530.200b-2
of the Department of Labor Regulations and the elapsed-time crediting method set
forth in Section 1.410(a)-7 of the Treasury Regulations, each Participant with
respect to whom the method of crediting Eligibility and/or Vesting Service is
changed shall be treated in the manner set forth in Section l.410(a)-7(f)(1) of
the Treasury Regulations which are incorporated herein by reference.


                                       10
<PAGE>
ARTICLE 4. PARTICIPATION.

4.01. DATE OF PARTICIPATION. If the Plan is an amendment and restatement of a
prior plan, all Eligible Employees who were active participants in the Plan
immediately prior to the Effective Date shall continue as Active Participants on
the Effective Date. All Eligible Employees who are in the service of the
Employer on the Effective Date (and, if this is an amendment and restatement of
a prior plan, were not active participants in the prior plan immediately prior
to the Effective Date) shall become Active Participants on the date elected by
the Employer in Subsection 1.04(f) of the Adoption Agreement. Any other Eligible
Employee shall become an Active Participant in the Plan on the Entry Date
coinciding with or immediately following the date on which he first satisfies
the eligibility requirements set forth in Subsections 1.04(a) and 1.04(b) of the
Adoption Agreement.

      The Employer may elect different Eligibility Service requirements for
purposes of eligibility (a) to make Deferral Contributions and (b) to receive
Nonelective and/or Matching Employer Contributions. Any Eligibility Service
requirement that the Employer elects to apply in determining an Eligible
Employee's eligibility to make Deferral Contributions shall also apply in
determining an Eligible Employee's eligibility to make Employee Contributions,
if Employee Contributions are permitted under the Plan, and to receive Qualified
Nonelective Employer Contributions. If an Employer elects to have different
Eligibility Service requirements apply, an Eligible Employee who has met the
eligibility requirements with respect to certain contributions, but who has not
met the eligibility requirements with respect to other contributions, shall
become an Active Participant in accordance with the provisions of the preceding
paragraph, but only with respect to the contributions for which he has met the
eligibility requirements.

4.02. TRANSFERS OUT OF COVERED EMPLOYMENT. If any Active Participant ceases to
be an Eligible Employee, but continues in the employ of the Employer or a
Related Employer, such Employee shall cease to be an Active Participant, but
shall continue as an Inactive Participant until his entire Account balance is
forfeited or distributed. An Inactive Participant shall not be entitled to
receive an allocation of contributions or forfeitures under the Plan for the
period that he is not an Eligible Employee and wages and other payments made to
him by the Employer or a Related Employer for services other than as an Eligible
Employee shall not be included in Compensation for purposes of determining the
amount and allocation of any contributions to the Account of such Inactive
Participant. Such Inactive Participant shall continue to receive credit for
Vesting Service completed during the period that he continues in the employ of
the Employer or a Related Employer.

4.03. TRANSFERS INTO COVERED EMPLOYMENT. If an Employee who is not an Eligible
Employee becomes an Eligible Employee, such Eligible Employee shall become an
Active Participant immediately as of his transfer date if such Eligible Employee
has already satisfied the eligibility requirements and would have otherwise
previously become an Active Participant in accordance with Section 4.01.
Otherwise, such Eligible Employee shall become an Active Participant in
accordance with Section 4.01.

      Wages and other payments made to an Employee prior to his becoming an
Eligible Employee by the Employer or a Related Employer for services other than
as an Eligible Employee shall not be included in Compensation for purposes of
determining the amount and allocation of any contributions to the Account of
such Eligible Employee.

4.04. RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT. If a Participant who
terminates employment with the Employer and all Related Employers is reemployed
as an Eligible Employee, he shall again become an Active Participant on his
Reemployment Date. Any other Employee who terminates employment with the
Employer and all Related Employers and is reemployed by the Employer or a
Related Employer shall become an Active Participant as provided in Section 4.01
or 4.03. Any distribution which a Participant is receiving under the Plan at the
time he is reemployed by the Employer or a Related Employer shall cease except
as otherwise required under Section 12.04.

ARTICLE 5. CONTRIBUTIONS.

5.01. CONTRIBUTIONS SUBJECT TO LIMITATIONS. All contributions made to the Plan
under this Article 5 shall be subject to the limitations contained in Article 6.


                                       11
<PAGE>
5.02. COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING CONTRIBUTIONS. In
determining the amount or allocation of any contribution that is based on a
percentage of Compensation, only Compensation paid to a Participant for services
rendered to the Employer while employed as an Eligible Employee shall be taken
into account. Except as otherwise specifically provided in this Article 5, for
purposes of determining the amount and allocation of contributions under this
Article 5, Compensation shall not include reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses, deferred
compensation, welfare benefits, and any items elected by the Employer with
respect to such contributions in Subsection 1.05(a) or (b), as applicable, of
the Adoption Agreement, but shall include amounts that are not includable in the
gross income of the Participant under a salary reduction agreement by reason of
the application of Code Section 125, 132(f)(4), 402(e)(3), 402(b), 403(b), or
457(b).

      If the initial Plan Year of a new plan consists of fewer than 12 months,
calculated from the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement through the end of such initial Plan Year, except as
otherwise provided in this paragraph, Compensation for purposes of determining
the amount and allocation of contributions under this Article 5 for such initial
Plan Year shall include only Compensation for services during the period
beginning on the Effective Date listed in Subsection 1.01(g)(1) of the Adoption
Agreement and ending on the last day of the initial Plan Year. Notwithstanding
the foregoing, if the Plan is a profit sharing plan, Compensation for purposes
of determining the amount and allocation of non-safe harbor Nonelective Employer
Contributions under this Article 5 for such initial Plan Year shall include
Compensation for the full 12-consecutive-month period ending on the last day of
the initial Plan Year.

5.03. DEFERRAL CONTRIBUTIONS. If so provided by the Employer in Subsection
1.07(a) of the Adoption Agreement, each Active Participant may elect to execute
a salary reduction agreement with the Employer to reduce his Compensation by a
specified percentage or dollar amount, not exceeding the percentage specified by
the Employer in Subsection 1.07(a)(1) of the Adoption Agreement, per payroll
period, subject to any exceptions elected by the Employer in Subsections
1.07(a)(2) and (3) of the Adoption Agreement, and equal to a whole number
multiple of one percent. If elected by the Employer in Subsection 1.07(a)(1)(A)
of the Adoption Agreement, in lieu of specifying a percentage of Compensation
reduction, an Active Participant may elect to reduce his Compensation by a
specified dollar amount per payroll period, provided that such dollar amount may
not exceed the percentage of Compensation specified by the Employer in
Subsection 1.07(a)(1) of the Adoption Agreement, subject to any exceptions
elected by the Employer in Subsections 1.07(a)(2) and (3) of the Adoption
Agreement.

      An Active Participant's salary reduction agreement shall become effective
on the first day of the first payroll period for which the Employer can
reasonably process the request, but not earlier than the later of (a) the
effective date of the provisions permitting Deferral Contributions or (b) the
date the Employer adopts such provisions. The Employer shall make a Deferral
Contribution on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively.

      An Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer as
provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.
Notwithstanding the Employer's election in Subsection 1.07(a)(1)(B) or (C) of
the Adoption Agreement, if the Employer has elected one of the safe harbor
contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement,
an Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer
within a reasonable period, as specified by the Employer (but not less than 30
days), of receiving the notice described in Section 6.10.

5.04. EMPLOYEE CONTRIBUTIONS. If the Employer elected to permit Deferral
Contributions in Subsection 1.07(a) of the Adoption Agreement and if so provided
by the Employer in Subsection 1.08(a)(1) of the Adoption Agreement, each Active
Participant may elect to make non-deductible Employee Contributions to the Plan
in accordance with the rules and procedures established by the Employer and in
an amount not less than one percent of such Participant's Compensation for the
Plan Year.

5.05. NO DEDUCTIBLE EMPLOYEE CONTRIBUTIONS. No deductible Employee Contributions
may be made to the Plan. Deductible Employee Contributions made prior to January
1, 1987 shall be maintained in a separate Account. No part of the deductible
Employee Contributions Account shall be used to purchase life insurance.


                                       12
<PAGE>
5.06. ROLLOVER CONTRIBUTIONS. An Eligible Employee who is or was entitled to
receive an eligible rollover distribution, as defined in Code Section 402(c)(4)
and Treasury Regulations issued thereunder, from a qualified plan (or an
individual retirement account holding only assets attributable to a distribution
from a qualified plan) may elect to contribute all or any portion of such
distribution to the Trust directly from such qualified plan or individual
retirement account or within 60 days of receipt of such distribution to the
Eligible Employee. Rollover Contributions shall only be made in the form of
cash, allowable Fund Shares, or, if and to the extent permitted by the Employer
with the consent of the Trustee, promissory notes evidencing a plan loan to the
Eligible Employee; provided, however, that Rollover Contributions shall only be
permitted in the form of promissory notes if the Plan otherwise provides for
loans.

      An Eligible Employee who has not yet become an Active Participant in the
Plan in accordance with the provisions of Article 4 may make a Rollover
Contribution to the Plan. Such Eligible Employee shall be treated as a
Participant under the Plan for all purposes of the Plan, except eligibility to
have Deferral Contributions made on his behalf and to receive an allocation of
Matching Employer or Nonelective Employer Contributions.

      The Administrator shall develop such procedures and require such
information from Eligible Employees as it deems necessary to ensure that amounts
contributed under this Section 5.06 meet the requirements for tax-deferred
rollovers established by this Section 5.06 and by Code Section 402(c). No
Rollover Contributions may be made to the Plan until approved by the
Administrator.

      If a Rollover Contribution made under this Section 5.06 is later
determined by the Administrator not to have met the requirements of this Section
5.06 or of the Code or Treasury regulations, the Trustee shall, within a
reasonable time after such determination is made, and on instructions from the
Administrator, distribute to the Employee the amounts then held in the Trust
attributable to such Rollover Contribution.

      A Participant's Rollover Contributions Account shall be subject to the
terms of the Plan, including Article 14, except as otherwise provided in this
Section 5.06.

      Notwithstanding any other provision of this Section 5.06, the Employer may
direct the Trustee not to accept Rollover Contributions.

5.07. QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS. The Employer may, in its
discretion, make a Qualified Nonelective Employer Contribution for the Plan Year
in any amount necessary to satisfy or help to satisfy the "ADP" test, described
in Section 6.03, and/or the "ACP" test, described in Section 6.06. Qualified
Nonelective Employer Contributions shall be made and allocated based on
Participants' "testing compensation", as defined in Subsection 6.01(t), rather
than Compensation, as defined in Subsection 2.01(j). Any Qualified Nonelective
Employer Contribution shall be allocated among the Accounts of Non-Highly
Compensated Employees who are Active Participants at any time during the Plan
Year as follows:

      (a) Unless the Employer elects the allocation formula in Subsection
      1.09(a)(1) of the Adoption Agreement, the Qualified Nonelective Employer
      Contribution shall be allocated at the election of the Employer either

            (1) in the ratio that each eligible Active Participant's "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            bears to the total "testing compensation" paid to all eligible
            Active Participants for the Plan Year; or

            (2) as a uniform flat dollar amount for each eligible Active
            Participant for the Plan Year.

      (b) If the Employer elects the allocation formula in Subsection 1.09(a)(1)
      of the Adoption Agreement, the Qualified Nonelective Employer Contribution
      shall be allocated as follows:

            (1) The eligible Active Participant with the least "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            shall receive an allocation equal to the lowest of:


                                       13
<PAGE>
                  (A) the maximum amount that may be contributed on the eligible
                  Active Participant's behalf under Code Section 415, taking
                  into account all other contributions made by or on behalf of
                  the eligible Active Participant to plans maintained by the
                  Employer or a Related Employer that are includable as "annual
                  additions", as defined in Subsection 6.01(b); or

                  (B) the full amount of the Qualified Nonelective Employer
                  Contribution.

            (2) The eligible Active Participant with the next lowest "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            shall receive an allocation equal to the lowest of:

                  (A) the maximum amount that may be contributed on the eligible
                  Active Participant's behalf under Code Section 415, taking
                  into account all other contributions made by or on behalf of
                  the eligible Active Participant to plans maintained by the
                  Employer or a Related Employer that are includable as "annual
                  additions", as defined in Subsection 6.01(b); or

                  (B) the balance of any Qualified Nonelective Employer
                  Contribution remaining after allocation is made as provided in
                  Subsection 5.07(b)(1) above.

            (3) The allocation in Subsection 5.07(b)(2) shall be applied
            individually to each remaining eligible Active Participant, in
            ascending order of "testing compensation", until the Qualified
            Nonelective Employer Contribution is fully allocated. Once the
            Qualified Nonelective Employer Contribution is fully allocated, no
            further allocation shall be made to the remaining eligible Active
            Participants.

      Active Participants shall not be required to satisfy any Hours of Service
or employment requirement for the Plan Year in order to receive an allocation of
Qualified Nonelective Employer Contributions.

      Qualified Nonelective Employer Contributions shall be distributable only
in accordance with the distribution provisions that are applicable to Deferral
Contributions; provided, however, that a Participant shall not be permitted to
take a hardship withdrawal of amounts credited to his Qualified Nonelective
Employer Contributions Account after the later of December 31, 1988 or the last
day of the Plan Year ending before July 1, 1989.

5.08. MATCHING EMPLOYER CONTRIBUTIONS. If so provided by the Employer in Section
1.10 of the Adoption Agreement, the Employer shall make a Matching Employer
Contribution on behalf of each eligible Active Participant, as determined in
accordance with Subsection 1.10(d) and Section 1.12 of the Adoption Agreement,
who had Deferral Contributions made on his behalf during the Contribution
Period. The amount of the Matching Employer Contribution shall be determined in
accordance with Subsection 1.10(a) and/or (b) and/or the Safe Harbor Matching
Employer Contribution Addendum to the Adoption Agreement, as applicable.

5.09. QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS. If so provided by the Employer
in Subsection 1.10(e) of the Adoption Agreement, prior to making its Matching
Employer Contribution (other than any safe harbor Matching Employer
Contribution) to the Plan, the Employer may designate all or a portion of such
Matching Employer Contribution as a Qualified Matching Employer Contribution.
The Employer shall notify the Trustee of such designation at the time it makes
its Matching Employer Contribution. Qualified Matching Employer Contributions
shall be distributable only in accordance with the distribution provisions that
are applicable to Deferral Contributions; provided, however, that a Participant
shall not be permitted to take a hardship withdrawal of amounts credited to his
Qualified Matching Employer Contributions Account after the later of December
31, 1988 or the last day of the Plan Year ending before July 1, 1989.

If the amount of an Employer's Qualified Matching Employer Contribution is
determined based on a Participant's Compensation, and the Qualified Matching
Employer Contribution is necessary to satisfy the "ADP" test described in
Section 6.03, the compensation used in determining the amount of the Qualified
Matching Employer Contribution shall be "testing compensation", as defined in
Subsection 6.01(t). If the Qualified Matching Employer Contribution


                                       14
<PAGE>
is not necessary to satisfy the "ADP" test described in Section 6.03, the
compensation used to determine the amount of the Qualified Matching Employer
Contribution shall be Compensation as defined in Subsection 2.01(j), modified as
provided in Section

5.10. NONELECTIVE EMPLOYER CONTRIBUTIONS. If so provided by the Employer in
Section 1.11 of the Adoption Agreement, the Employer shall make Nonelective
Employer Contributions to the Trust in accordance with Subsection 1.11(a) and/or
(b) of the Adoption Agreement to be allocated as follows:

      (a) If the Plan is a money purchase pension plan or the Employer has
      elected a fixed contribution formula, Nonelective Employer Contributions
      shall be allocated among eligible Active Participants, as determined in
      accordance with Subsection 1.11(c) and Section 1.12 of the Adoption
      Agreement, in the manner specified in Subsection 1.11(a) or the Safe
      Harbor Nonelective Employer Contribution Addendum to the Adoption
      Agreement, as applicable.

      (b) If the Employer has elected a discretionary contribution amount,
      Nonelective Employer Contributions shall be allocated among eligible
      Active Participants, as determined in accordance with Subsection 1.11(c)
      and Section 1.12 of the Adoption Agreement, as follows:

            (1) If the non-integrated formula is elected in Subsection
            1.11(b)(1) of the Adoption Agreement, Nonelective Employer
            Contributions shall be allocated to eligible Active Participants in
            the ratio that each eligible Active Participant's Compensation bears
            to the total Compensation paid to all eligible Active Participants
            for the Plan Year; provided, however, that if the Plan is or is
            deemed to be a "top-heavy plan", as defined in Subsection 15.01(f),
            for any Plan Year, these allocation provisions shall be modified as
            provided in Section 15.04; or

            (2) If the integrated formula is elected in Subsection 1.11(b)(2) of
            the Adoption Agreement, Nonelective Employer Contributions shall be
            allocated in the following steps:

                  (A) First, to each eligible Active Participant in the same
                  ratio that the sum of the eligible Active Participant's
                  Compensation and "excess Compensation" for the Plan Year bears
                  to the sum of the Compensation and "excess Compensation" of
                  all eligible Active Participants for the Plan Year. This
                  allocation as a percentage of the sum of each eligible Active
                  Participant's Compensation and "excess Compensation" shall not
                  exceed the "permitted disparity limit", as defined in Section
                  1.11 of the Adoption Agreement.

                        Notwithstanding the foregoing, if in any Plan Year an
                  eligible Active Participant has reached the "cumulative
                  permitted disparity limit", such eligible Active Participant
                  shall receive an allocation under this Subsection
                  5.10(b)(2)(A) based on two times his Compensation for the Plan
                  Year, rather than the sum of his Compensation and "excess
                  Compensation" for the Plan Year. If an Active Participant did
                  not benefit under a qualified defined benefit plan or target
                  benefit plan for any Plan Year beginning on or after January
                  1, 1994, the Active Participant shall have no "cumulative
                  disparity limit".

                  (B) Second, if any Nonelective Employer Contributions remain
                  after the allocation in Subsection 5.10(b)(2)(A), the
                  remaining Nonelective Employer Contributions shall be
                  allocated to each eligible Active Participant in the same
                  ratio that the eligible Active Participant's Compensation for
                  the Plan Year bears to the total Compensation of all eligible
                  Active Participants for the Plan Year.

                  Notwithstanding the provisions of Subsections 5.10(b)(2)(A)
            and (B) above, if in any Plan Year an eligible Active Participant
            benefits under another qualified plan or simplified employee
            pension, as defined in Code Section 408(k), that provides for or
            imputes permitted disparity, the Nonelective Employer Contributions
            for the Plan Year allocated to such eligible Active Participant
            shall be in the ratio that his Compensation for the Plan Year bears
            to the total Compensation paid to all eligible Active Participants.


                                       15
<PAGE>
                  If the Plan is or is deemed to be a "top-heavy plan", as
            defined in Subsection 15.01(f), for any Plan Year, the allocation
            steps in Subsections 5.10(b)(2)(A) and (B) shall be modified as
            provided in Section 15.04.

                  For purposes of this Subsection 5.10(b)(2), the following
            definitions shall apply:

                  (C) "CUMULATIVE PERMITTED DISPARITY LIMIT" means 35 multiplied
                  by the sum of an Active Participant's annual permitted
                  disparity fractions, as defined in Sections 1.401(l)-5(b)(3)
                  through (b)(7) of the Treasury Regulations, attributable to
                  the Active Participant's total years of service under the Plan
                  and any other qualified plan or simplified employee pension,
                  as defined in Code Section 408(k), maintained by the Employer
                  or a Related Employer. For each Plan Year commencing prior to
                  January 1, 1989, the annual permitted disparity fraction shall
                  be deemed to be one, unless the Participant never accrued a
                  benefit under any qualified plan or simplified employee
                  pension maintained by the Employer or a Related Employer
                  during any such Plan Year. In determining the annual permitted
                  disparity fraction for any Plan Year, the Employer may elect
                  to assume that the full disparity limit has been used for such
                  Plan Year.

                  (D) "EXCESS COMPENSATION" means Compensation in excess of the
                  "integration level" specified by the Employer in Subsection
                  1.11(b)(2) of the Adoption Agreement.

5.11. VESTED INTEREST IN CONTRIBUTIONS. A Participant's vested interest in the
following sub-accounts shall be 100 percent:

      (a) his Deferral Contributions Account;

      (b) his Qualified Nonelective Contributions Account;

      (c) his Qualified Matching Employer Contributions Account;

      (d) his Nonelective Employer Contributions Account attributable to
      Nonelective Employer Contributions made in accordance with the Safe Harbor
      Nonelective Employer Contribution Addendum to the Adoption Agreement that
      are intended to satisfy the safe harbor contribution requirement for
      deemed satisfaction of the "ADP" test described in Section 6.03;

      (e) his Matching Employer Contributions Account attributable to Matching
      Employer Contributions made in accordance with the Safe Harbor Matching
      Employer Contribution Addendum to the Adoption Agreement that are intended
      to satisfy the safe harbor contribution requirement for deemed
      satisfaction of the "ADP" test described in Section 6.03;

      (f) his Rollover Contributions Account;

      (g) his Employee Contributions Account; and

      (h) his deductible Employee Contributions Account.

      A Participant's vested interest in his Nonelective Employer Contributions
Account attributable to Nonelective Employer Contributions other than those
described in Subsection S.11(d) above, shall be determined in accordance with
the vesting schedule elected by the Employer in Subsection 1.15(b)(1) of the
Adoption Agreement. A Participant's vested interest in his Matching Employer
Contributions Account attributable to Matching Employer Contributions other than
those described in Subsection 5.11(e) above, shall be determined in accordance
with the vesting schedule elected by the Employer in Subsection 1.15(b)(2) of
the Adoption Agreement.


                                       16
<PAGE>
5.12. TIME FOR MAKING CONTRIBUTIONS. The Employer shall pay its contribution for
each Plan Year not later than the time prescribed by law for filing the
Employer's Federal income tax return for the fiscal (or taxable) year with or
within which such Plan Year ends (including extensions thereof)

         The Employer shall remit any safe harbor Matching Employer
Contributions made during a Plan Year quarter to the Trustee no later than the
last day of the immediately following Plan Year quarter.

         The Employer should remit Employee Contributions and Deferral
Contributions to the Trustee as of the earliest date on which such contributions
can reasonably be segregated from the Employer's general assets, but not later
than the ~ business day of the calendar month following the month in which such
amount otherwise would have been paid to the Participant, or within such other
time frame as may be determined by applicable regulation or legislation.

         The Trustee shall have no authority to inquire into the correctness of
the amounts contributed and paid over to the Trustee, to determine whether any
contribution is payable under this Article 5, or to enforce, by suit or
otherwise, the Employer's obligation, if any, to make a contribution to the
Trustee.

5.13. RETURN OF EMPLOYER CONTRIBUTIONS. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
Such amount shall be reduced by amounts attributable thereto which have been
credited to the Accounts of Participants who have since received distributions
from the Trust, except to the extent such amounts continue to be credited to
such Participants' Accounts at the time the amount is returned to the Employer.
Such amount shall also be reduced by the losses of the Trust attributable
thereto, if and to the extent such losses exceed the gains and income
attributable thereto, but shall not be increased by the gains and income of the
Trust attributable thereto, if and to the extent such gains and income exceed
the losses attributable thereto. To the extent such gains exceed losses, the
gains shall be forfeited and applied as provided in Section 11.09. In no event
shall the return of a contribution hereunder cause the balance of the individual
Account of any Participant to be reduced to less than the balance which would
have been credited to the Account had the mistaken amount not been contributed.

ARTICLE 6.        LIMITATIONS ON CONTRIBUTIONS.

6.01. SPECIAL DEFINITIONS. For purposes of this Article, the following
definitions shall apply:

         (a) "AGGREGATE LIMIT" means the greater of (1) or (2) where (1) is the
         sum of (A) 125 percent of the greater of the average "deferral ratio"
         of the Active Participants who are Non-Highly Compensated Employees for
         the "testing year" or the average "contribution percentage" of Active
         Participants who are Non-Highly Compensated Employees for the "testing
         year" beginning with or within the "testing year" of the cash or
         deferred arrangement and (B) the lesser of 200 percent or two plus the
         lesser of such average "deferral ratio" or average "contribution
         percentage" and where (2) is the sum of (A) 125 percent of the lesser
         of the average "deferral ratio" of the Active Participants who are
         Non-Highly Compensated Employees for the "testing year" or the average
         "contribution percentage" of the Active Participants who are Non-Highly
         Compensated Employees for the "testing year" beginning with or within
         the "testing year" of the cash or deferred arrangement and (B) the
         lesser of 200 percent or two plus the greater of such average "deferral
         ratio" or average "contribution percentage".

         (b) "ANNUAL ADDITIONS" mean the sum of the following amounts allocated
         to an Active Participant for a Limitation Year:

                  (1) all employer contributions allocated to an Active
                  Participant's account under qualified defined contribution
                  plans maintained by the "415 employer", including amounts
                  applied to reduce employer contributions as provided under
                  Section 11.09;

                  (2) all employee contributions allocated to an Active
                  Participant's account under a qualified defined contribution
                  plan or a qualified defined benefit plan maintained by the
                  "415 employer" if


                                       17
<PAGE>


                  separate accounts are maintained with respect to such Active
                  Participant under the defined benefit plan;

                  (3) all forfeitures allocated to an Active Participant's
                  account under a qualified defined contribution plan maintained
                  by the "415 employer";

                  (4) all amounts allocated, after March 31, 1984, to an
                  "individual medical benefit account" which is part of a
                  pension or annuity plan maintained by the "415 employer";

                  (5) all amounts derived from contributions paid or accrued
                  after December 31, 1985, in taxable years ending after such
                  date, which are attributable to post-retirement medical
                  benefits allocated to the separate account of a key employee,
                  as defined in Code Section 4l9A(d)(3), under a "welfare
                  benefit fund" maintained by the "415 employer"; and

                  (6) all allocations to an Active Participant under a
                  "simplified employee pension".

         (c) "CONTRIBUTION PERCENTAGE" means the ratio (expressed as a
         percentage) of (1) the "contribution percentage amounts" allocated to
         an "eligible participant's" accounts for the Plan Year to (2) the
         "eligible participant's" "testing compensation" for the Plan Year.

         (d) "CONTRIBUTION PERCENTAGE AMOUNTS" mean:

                  (1) any Employee Contributions made by an "eligible
                  participant" to the Plan;

                  (2) any Matching Employer Contributions, but excluding (A)
                  Qualified Matching Employer Contributions that are taken into
                  account in satisfying the "ADP" test described in Section 6.03
                  (except that such exclusion shall not apply for any Plan Year
                  in which the "ADP" test described in Section 6.03 is deemed
                  satisfied pursuant to Section 6.10) and (B) Matching Employer
                  Contributions that are forfeited either to correct "excess
                  aggregate contributions" or because the contributions to which
                  they relate are "excess deferrals", "excess contributions", or
                  "excess aggregate contributions";

                  (3) at the election of the Employer, Qualified Nonelective
                  Employer Contributions, excluding Qualified Nonelective
                  Employer Contributions that are taken into account in
                  satisfying the "ADP" test described in Section 6.03; and

                  (4) at the election of the Employer, Deferral Contributions,
                  excluding Deferral Contributions that are taken into account
                  in satisfying the "ADP" test described in Section 6.03.

         Notwithstanding the foregoing, for any Plan Year in which the "ADP"
test described in Section 6.03 is deemed satisfied pursuant to Section 6.1D,
"contribution percentage amounts" shall not include the following:

                  (5) any Deferral Contributions; and

                  (6) if the requirements described in Section 6.11 for deemed
                  satisfaction of the "ACP" test with respect to Matching
                  Employer Contributions are met, any Matching Employer
                  Contributions; or if the requirements described in Section
                  6.11 for deemed satisfaction of the "ACP" test with respect to
                  Matching Employer Contributions are not met, any Matching
                  Employer Contributions made on behalf of an "eligible
                  participant" for the Plan Year that do not exceed four percent
                  of the "eligible participant's" Compensation for the Plan
                  Year.

         To be included in determining an "eligible participant's" "contribution
percentage" for a Plan Year, Employee Contributions must be made to the Plan
before the end of such Plan Year and other "contribution percentage amounts"
must be allocated to the "eligible participant's" Account as of a date


                                       18
<PAGE>


within such Plan Year and made before the last day of the 12-month period
immediately following the Plan Year to which the "contribution percentage
amounts" relate. If an Employer has elected the prior year testing method
described in Subsection 1.06(a)(2) of the Adoption Agreement, "contribution
percentage amounts" that are taken into account for purposes of determining the
"contribution percentages" of Non-Highly Compensated Employees for the prior
year relate to such prior year. Therefore, such "contribution percentage
amounts" must be made before the last day of the Plan Year being tested.

         Effective for Plan Years beginning on or after January 1, 1999, if an
Employer elects to change from the current year testing method described in
Subsection 1.06(a)(1) of the Adoption Agreement to the prior year testing method
described in Subsection 1.06(a)(2) of the Adoption Agreement, the following
shall not be considered "contribution percentage amounts" for purposes of
determining the "contribution percentages" of Non-Highly Compensated Employees
for the prior year immediately preceding the Plan Year in which the change is
effective:

                  (7) Qualified Matching Employer Contributions that were taken
                  into account in satisfying the "ADP" test described in Section
                  6.03 for such prior year;

                  (8) Qualified Nonelective Employer Contributions that were
                  taken into account in satisfying the "ADP" test described in
                  Section 6.03 or the "ACP" test described in Section 6.06 for
                  such prior year; and

                  (9) all Deferral Contributions.

         (e) "DEFERRAL RATIO" means the ratio (expressed as a percentage) of (1)
         the amount of "includable contributions" made on behalf of an Active
         Participant for the Plan Year to (2) the Active Participant's "testing
         compensation" for such Plan Year. An Active Participant who does not
         receive "includable contributions" for a Plan Year shall have a
         "deferral ratio" of zero.

         (f) "DEFINED BENEFIT FRACTION" means a fraction, the numerator of which
         is the sum of the Active Participant's annual benefits (adjusted to an
         actuarially equivalent straight life annuity if such benefit is
         expressed in a form other than a straight life annuity or qualified
         joint and survivor annuity) under all the defined benefit plans
         (whether or not terminated) maintained by the "415 employer", each such
         annual benefit computed on the assumptions that the Active Participant
         shall remain in employment until the normal retirement age under each
         such plan (or the Active Participant's current age, if later) and that
         all other factors used to determine benefits under such plan shall
         remain constant for all future Limitation Years, and the denominator of
         which is the lesser of 125 percent of the dollar limitation determined
         for the Limitation Year under Code Sections 415(b)(1)(A) and 415(d) or
         140 percent of the Active Participant's highest average Compensation
         for three consecutive calendar years of service during which the Active
         Participant was active in each such plan, including any adjustments
         under Code Section 415(b). However, if the Active Participant was a
         participant as of the first day of the first Limitation Year beginning
         after December 31, 1986, in one or more defined benefit plans
         maintained by the "415 employer" which, were in existence on May 6,
         1986 then the denominator of the "defined benefit fraction" shall not
         be less than 125 percent of the Active Participant's total accrued
         benefit as of the close of the last Limitation Year beginning before
         January 1, 1987, disregarding any changes in the terms and conditions
         of such plans made after May 5, 1985, under all such defined benefit
         plans that met, individually and in the aggregate, the requirements of
         Code Section 415 for all Limitation Years beginning before January 1,
         1987.

         (g) "DEFINED CONTRIBUTION FRACTION" means a fraction, the numerator of
         which is the sum of all "annual additions" credited to an Active
         Participant for the current Limitation Year and all prior Limitation
         Years and the denominator of which is the sum of the "maximum
         permissible amounts" for the current Limitation Year and all prior
         Limitation Years during which the Participant was an Employee
         (regardless of whether the "415 employer" maintained a defined
         contribution plan in any such Limitation Year).

         If the Active Participant was a participant as of the first day of the
first Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the "415 employer" which were in existence on
May 6, 1986, then the numerator of the "defined contribution fraction" shall be


                                       19
<PAGE>


adjusted if the sum of this fraction and the "defined benefit fraction" would
otherwise exceed 1.0 under the terms of the Plan. Under the adjustment an amount
equal to the product of (1) the excess of the sum of the fractions over 1.0 and
(2) the denominator of this fraction shall be permanently subtracted from the
numerator of this fraction. The adjustment is calculated using the fractions as
they would be computed as of the end of the last Limitation Year beginning
before January 1, 1987, and disregarding any changes in the terms and conditions
of the plans made after May 6, 1986, but using the Section 415 limitation
applicable to the first Limitation Year beginning on or after January 1, 1987.

                  For purposes of determining the "defined contribution
fraction", the "annual additions" for Limitation Years beginning before January
1, 1987 shall not be recomputed to treat all employee contributions as "annual
additions".

         (h) "DETERMINATION YEAR" means (1) for purposes of determining income
         or loss with respect to "excess deferrals", the calendar year in which
         the "excess deferrals" were made and (2) for purposes of determining
         income or loss with respect to "excess contributions", and "excess
         aggregate contributions", the Plan Year in which such "excess
         contributions" or "excess aggregate contributions" were made.

         (i) "ELECTIVE DEFERRALS" mean all employer contributions, other than
         Deferral Contributions, made on behalf of a Participant pursuant to an
         election to defer under any qualified CODA 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 behalf
         of a Participant pursuant to a salary reduction agreement for the
         purchase of an annuity contract under Code Section 403(b) . "Elective
         deferrals" shall not include any deferrals properly distributed as
         excess "annual additions".

         (j) "ELIGIBLE PARTICIPANT" means any Active Participant who is eligible
         to make Employee Contributions, or Deferral Contributions (if the
         Employer takes such contributions into account in calculating
         "contribution percentages"), or to receive a Matching Employer
         Contribution. Notwithstanding the foregoing, the term "eligible
         participant" shall not include any Active Participant who is included
         in a unit of Employees covered by an agreement which the Secretary of
         Labor finds to be a collective bargaining agreement between employee
         representatives and one or more employers.

         (k) "EXCESS AGGREGATE CONTRIBUTIONS" with respect to any Plan Year mean
         the excess of

                  (1) The aggregate "contribution percentage amounts" actually
                  taken into account in computing the average "contribution
                  percentages" of "eligible participants" who are Highly
                  Compensated Employees for such Plan Year, over

                  (2) The maximum amount of "contribution percentage amounts"
                  permitted to be made on behalf of Highly Compensated Employees
                  under Section 6.06 (determined by reducing "contribution
                  percentage amounts" made for the Plan Year on behalf of
                  "eligible participants" who are Highly Compensated Employees
                  in order of their "contribution percentages" beginning with
                  the highest of such "contribution percentages")

                  "Excess aggregate contributions" shall be determined after
         first determining "excess deferrals" and then determining "excess
         contributions".

         (l) "EXCESS CONTRIBUTIONS" with respect to any Plan Year mean the
         excess of

                  (1) The aggregate amount of "includable contributions"
                  actually taken into account in computing the average "deferral
                  percentage" of Active Participants who are Highly Compensated
                  Employees for such Plan Year, over

                  (2) The maximum amount of "includable contributions" permitted
                  to be made on behalf of Highly Compensated Employees under
                  Section 6.03 (determined by reducing "includable


                                       20
<PAGE>


                  contributions" made for the Plan Year on behalf of Active
                  Participants who are Highly Compensated Employees in order of
                  their "deferral ratios", beginning with the highest of such
                  "deferral ratios")

         (m) "EXCESS DEFERRALS" mean those Deferral Contributions and/or
         "elective deferrals" that are includable in a Participant's gross
         income under Code Section 402(g) to the extent such Participant's
         Deferral Contributions and/or "elective deferrals" for a calendar year
         exceed the dollar limitation under such Code Section for such calendar
         year.

         (n) "EXCESS 415 AMOUNT" means the excess of an Active Participant's
         "annual additions" for the Limitation Year over the "maximum
         permissible amount".

         (o) "415 EMPLOYER" means the Employer and any other employers which
         constitute a controlled group of corporations (as defined in Code
         Section 414(b) as modified by Code Section 415(h)) or which constitute
         trades or businesses (whether or not incorporated) which are under
         common control (as defined in Code Section 414(c) as modified by Code
         Section 415(b)) or which constitute an affiliated service group (as
         defined in Code Section 414(m)) and any other entity required to be
         aggregated with the Employer pursuant to regulations issued under Code
         Section 414(o)

         (p) "INCLUDABLE CONTRIBUTIONS" mean:

                  (1) any Deferral Contributions made on behalf of an Active
                  Participant, including "excess deferrals" of Highly
                  Compensated Employees, but excluding (a) "excess deferrals" of
                  Non-Highly Compensated Employees that arise solely from
                  Deferral Contributions made under the Plan or plans maintained
                  by the Employer or a Related Employer and (b) Deferral
                  Contributions that are taken into account in satisfying the
                  "ACP" test described in Section 6.06;

                  (2) at the election of the Employer, Qualified Nonelective
                  Employer Contributions, excluding Qualified Nonelective
                  Employer Contributions that are taken into account in
                  satisfying the "ACP" test described in Section 6.06; and

                  (3) at the election of the Employer, Qualified Matching
                  Employer Contributions; provided, however, that the Employer
                  may not elect to treat Qualified Matching Employer
                  Contributions as "includable contributions" for any Plan Year
                  in which the "ADP" test described in Section 6.03 is deemed
                  satisfied pursuant to Section 6.10.

                  To be included in determining an Active Participant's
         "deferral ratio" for a Plan Year, "includable contributions" must be
         allocated to the Participant's Account as of a date within such Plan
         Year and made before the last day of the 12-month period immediately
         following the Plan Year to which the "includable contributions" relate.
         If an Employer has elected the prior year testing method described in
         Subsection 1.06(a)(2) of the Adoption Agreement, "includable
         contributions" that are taken into account for purposes of determining
         the "deferral ratios" of Non-Highly Compensated Employees for the prior
         year relate to such prior year. Therefore, such "includable
         contributions" must be made before the last day of the Plan Year being
         tested.

                  Effective for Plan Years beginning on or after January 1,
         1999, if an Employer elects to change from the current year testing
         method described in Subsection 1.06(a)(1) of the Adoption Agreement to
         the prior year testing method described in Subsection 1.06(a)(2) of the
         Adoption Agreement, the following shall not be considered "includable
         contributions" for purposes of determining the "deferral ratios" of
         Non-Highly Compensated Employees for the prior year immediately
         preceding the Plan Year in which the change is effective:

                  (4) Deferral Contributions that were taken into account in
                  satisfying the "ACP" test described in Section 6.06 for such
                  prior year;


                                       21
<PAGE>


                  (5) Qualified Nonelective Employer Contributions that were
                  taken into account in satisfying the "ADP" test described in
                  Section 6.03 or the "ACP" test described in Section 6.06 for
                  such prior year; and

                  (6) all Qualified Matching Employer Contributions.

         (q) "INDIVIDUAL MEDICAL BENEFIT ACCOUNT" means an individual medical
         benefit account as defined in Code Section 415(1)(2).

         (r) "MAXIMUM PERMISSIBLE AMOUNT" means for a Limitation Year with
         respect to any Active Participant the lesser of (1) $30,000 (adjusted
         as provided in Code Section 415(d)) or (2) 25 percent of the Active
         Participant's Compensation for the Limitation Year. If a short
         Limitation Year is created because of an amendment changing the
         Limitation Year to a different 12- consecutive-month period, the dollar
         limitation specified in clause (1) above shall be adjusted by
         multiplying it by a fraction the numerator of which is the number of
         months in the short Limitation Year and the denominator of which is 12.

                  The Compensation limitation specified in clause (2) above
         shall not apply to any contribution for medical benefits within the
         meaning of Code Section 401(h) or 4l9A(f)(2) after separation from
         service which is otherwise treated as an "annual addition" under Code
         Section 419A(d)(2) or 415(1)(1).

         (s) "SIMPLIFIED EMPLOYEE PENSION" means a simplified employee pension
         as defined in Code Section 408(k).

         (t) "TESTING COMPENSATION" means compensation as defined in Code
         Section 414(s). "Testing compensation" shall be based on the amount
         actually paid to a Participant during the "testing year" or, at the
         option of the Employer, during that portion of the "testing year"
         during which the Participant is an Active Participant; provided,
         however, that if the Employer elected different Eligibility Service
         requirements for purposes of eligibility to make Deferral Contributions
         and to receive Matching Employer Contributions, then "testing
         compensation" must be based on the amount paid to a Participant during
         the full "testing year". The annual "testing compensation" of each
         Active Participant taken into account in applying the "ADP" test
         described in Section 6.03 and the "ACP" test described in Section 6.06
         for any "testing year" shall not exceed the annual compensation limit
         under Code Section 401(a)(17) as in effect on the first day of the
         "testing year". This limit shall be adjusted by the Secretary to
         reflect increases in the cost of living, as provided in Code Section
         401(a)(17)(B); provided, however, that the dollar increase in effect on
         January 1 of any calendar year is effective for "testing years"
         beginning in such calendar year. If a Plan determines "testing
         compensation" over a period that contains fewer than 12 calendar months
         (a "short determination period"), then the Compensation limit for such
         "short determination period" is equal to the Compensation limit for the
         calendar year in which the "short determination period" begins
         multiplied by the ratio obtained by dividing the number of full months
         in the "short determination period" by 12; provided, however, that such
         proration shall not apply if there is a "short determination period"
         because (1) the Employer elected in -accordance with any rules and
         regulations issued by the Secretary of the Treasury or his delegate to
         apply the "ADP" test described in Section 6.03 and/or the "ACP" test
         described in Section 6.06 based only on Compensation paid during the
         portion of the "testing year" during which an individual was an Active
         Participant or (2) an Employee is covered under the Plan for fewer than
         12 calendar months.

         (u) "TESTING YEAR" means

                  (1) if the Employer has elected the current year testing
                  method in Subsection 1.06(a)(1) of the Adoption Agreement, the
                  Plan Year being tested.

                  (2) if the Employer has elected the prior year testing method
                  in Subsection 1.06(a)(2), of the Adoption Agreement, the Plan
                  Year immediately preceding the Plan Year being tested.

         (v) "WELFARE BENEFIT FUND" means a welfare benefit fund as defined in
         Code Section 419(e)


                                       22
<PAGE>


6.02. CODE SECTION 402(G) LIMIT ON DEFERRAL CONTRIBUTIONS. In no event shall the
amount of Deferral Contributions made under the Plan for a calendar year, when
aggregated with the "elective deferrals" made under any other plan maintained by
the Employer or a Related Employer, exceed the dollar limitation contained in
Code Section 402(g) in effect at the beginning of such calendar year.

         A Participant may assign to the Plan any "excess deferrals" made during
a calendar year by notifying the Administrator on or before March 15 following
the calendar year in which the "excess deferrals" were made of the amount of the
"excess deferrals" to be assigned to the Plan. A Participant is deemed to notify
the Administrator of any "excess deferrals" that arise by taking into account
only those Deferral Contributions made to the Plan and those "elective
deferrals" made to any other plan maintained by the Employer or a Related
Employer. Notwithstanding any other provision of the Plan, "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be distributed no later than April 15 to any Participant to
whose Account "excess deferrals" were so assigned for the preceding calendar
year and who claims "excess deferrals" for such calendar year.

         Any Matching Employer Contributions attributable to "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be forfeited and applied as provided in Section 11.09.

         "Excess deferrals" shall be treated as "annual additions" under the
Plan, unless such amounts are distributed no later than the first April 1S
following the close of the calendar year in which the "excess deferrals" were
made.

6.03. ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS ("ADP" TEST). Notwithstanding
any other provision of the Plan to the contrary, the Deferral Contributions made
with respect to a Plan Year on behalf of Active Participants who are Highly
Compensated Employees for such Plan Year may not result in an average "deferral
ratio" for such Active Participants that exceeds the greater of:

         (a) the average "deferral ratio" for the "testing year" of Active
         Participants who are Non-Highly Compensated Employees for the "testing
         year" multiplied by 1.2S; or

         (b) the average "deferral ratio" for the "testing year" of Active
         Participants who are Non-Highly Compensated Employees for the "testing
         year" multiplied by two, provided that the average "deferral ratio" for
         Active Participants who are Highly Compensated Employees for the Plan
         Year being tested does not exceed the average "deferral ratio" for
         Participants who are Non-Highly Compensated Employees for the "testing
         year" by more than two percentage points.

         For the first Plan Year in which the Plan provides a cash or deferred
arrangement, the average "deferral ratio" for Active Participants who are Non-
Highly Compensated Employees used in determining the limits applicable under
Subsections 6.03(a) and (b) shall be either three percent or the actual average
"deferral ratio" for such Active Participants for such first Plan Year, as
elected by the Employer in Section 1.06(b) of the Adoption Agreement.

         The deferral ratios of Active Participants who are included in a unit
of Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement shall be disaggregated from the "deferral
ratios" of other Active Participants and the provisions of this Section 6.03
shall be applied separately with respect to each group.

         The "deferral ratio" for any Active Participant who is a Highly
Compensated Employee for the Plan Year being tested and who is eligible to have
"includable contributions" allocated to his accounts under two or more cash or
deferred arrangements described in Code Section 401(k) that are maintained by
the Employer or a Related Employer, shall be determined as if such "includable
contributions" were made under a single arrangement. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code Section 401(k)


                                       23
<PAGE>


         If this Plan satisfies the requirements of Code Section 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 6.03 shall be applied by
determining the "deferral ratios" of Employees as if all such plans were a
single plan. Plans may be aggregated in order to satisfy Code Section 401(k)
only if they have the same plan year.

         The Employer shall maintain records sufficient to demonstrate
satisfaction of the "ADP" test and the amount of Qualified Nonelective and/or
Qualified Matching Employer Contributions used in such test.

6.04. ALLOCATION AND DISTRIBUTION OF "EXCESS CONTRIBUTIONS". Notwithstanding any
other provision of this Plan, the "excess contributions" allocable to the
Account of a Participant, plus any income and minus any loss allocable thereto,
as determined under Section 6.09, shall be distributed to the Participant no
later than the last day of the Plan Year immediately following the Plan Year in
which the "excess contributions" were made. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan Year in which
the "excess contributions" were made, a ten percent excise tax shall be imposed
on the Employer maintaining the Plan with respect to such amounts.

         The "excess contributions" allocable to a Participant's Account shall
be determined by reducing the "includable contributions" made for the Plan Year
on behalf of Active Participants who are Highly Compensated Employees in order
of the dollar amount of such "includable contributions", beginning with the
highest such dollar amount.

         "Excess contributions" shall be treated as "annual additions".

         Any Matching Employer Contributions attributable to "excess
contributions", plus any income and minus any loss allocable thereto, as
determined under Section 6.09, shall be forfeited and applied as provided in
Section 11.09.

6.05. REDUCTIONS IN DEFERRAL CONTRIBUTIONS TO MEET CODE REQUIREMENTS. If the
Administrator anticipates that the Plan will not satisfy the "ADP" and/or "ACP"
test for the year, the Administrator may objectively reduce the rate of Deferral
Contributions of Participants who are Highly Compensated Employees to an amount
determined by the Administrator to be necessary to satisfy the "ADP" and/or
"ACP" test.

6.06. LIMIT ON MATCHING EMPLOYER CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS ("ACP"
TEST). The provisions of this Section 6.06 shall not apply to Active
Participants who are included in a unit of Employees covered by an agreement
which the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers.

         Notwithstanding any other provision of the Plan to the contrary,
Matching Employer Contributions and Employee Contributions made with respect to
a Plan Year by or on behalf of "eligible participants" who are Highly
Compensated Employees for such Plan Year may not result in an average
"contribution percentage" for such "eligible participants" that exceeds the
greater of:

         (a) the average "contribution percentage" for the "testing year" of
         "eligible participants" who are Non-Highly Compensated Employees for
         the "testing year" multiplied by 1.25; or

         (b) the average "contribution percentage" for the "testing year" of
         "eligible participants" who are Non-Highly Compensated Employees for
         the "testing year" multiplied by two, provided that the average
         "contribution percentage" for the Plan Year being tested of "eligible
         participants" who are Highly Compensated Employees does not exceed the
         average "contribution percentage" for the "testing year" of "eligible
         participants" who are Non-Highly Compensated Employees for the "testing
         year" by more than two percentage points.

         For the first Plan Year in which the Plan provides for "contribution
percentage amounts" to be made, the "ACP" for "eligible participants" who are
Non-Highly Compensated Employees used in determining the limits


                                       24
<PAGE>


applicable under paragraphs (a) and (b) of this Section 6.06 shall be either
three percent or the actual "ACP" of such eligible participants for such first
Plan Year, as elected by the Employer in Section 1.06(b).

         The "contribution percentage" for any "eligible participant" who is a
Highly Compensated Employee for the Plan Year and who is eligible to have
"contribution percentage amounts" allocated to his accounts under two or more
plans described in Code Section 401(a) that are maintained by the Employer or a
Related Employer, shall be determined as if such "contribution percentage
amounts" were contributed under a single plan. If a Highly Compensated Employee
participates in two or more such plans that have different plan years, all plans
ending with or within the same calendar year shall be treated as a single plan.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under Treasury Regulations issued under Code Section
401(m)

         If this Plan satisfies the requirements of Code Section 401(m),
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 6.06 shall be applied by
determining the "contribution percentages" of Employees as if all such plans
were a single plan. Plans may be aggregated in order to satisfy Code Section
401(m) only if they have the same plan year.

         The Employer shall maintain records sufficient to demonstrate
satisfaction of the "ACP" test and the amount `of Deferral Contributions,
Qualified Nonelective Employer Contributions, and/or Qualified Matching Employer
Contributions used in such test.

6.07. ALLOCATION, DISTRIBUTION, AND FORFEITURE OF "EXCESS AGGREGATE
CONTRIBUTIONS". Notwithstanding any other provision of the Plan, the "excess
aggregate contributions" allocable to the Account of a Participant, plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be forfeited, if forfeitable, or if not forfeitable, distributed to the
Participant no later than the last day of the Plan Year immediately following
the Plan Year in which the "excess aggregate contributions" were made. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year in which such "excess aggregate contributions" were made, a ten
percent excise tax shall be imposed on the Employer maintaining the Plan with
respect to such amounts.

         The "excess aggregate contributions" allocable to a Participant's
Account shall be determined by reducing the "contribution percentage amounts"
made for the Plan Year on behalf of "eligible participants" who are Highly
Compensated Employees in order of the dollar amount of such "contribution
percentage amounts", beginning with the highest such dollar amount.

         "Excess aggregate contributions" shall be treated as "annual
additions".

         "Excess aggregate contributions" shall be forfeited or distributed from
a Participant's Employee Contributions Account, Matching Employer Contributions
Account and if applicable, the Participant's Deferral Contributions Account
and/or Qualified Nonelective Employer Contributions Account in the order
prescribed by the Employer, who shall direct the Trustee, and which order shall
be uniform with respect to all Participants and non-discriminatory.

         Forfeitures of "excess aggregate contributions" shall be applied as
provided in Section 11.09.

6.08. AGGREGATE LIMIT ON "CONTRIBUTION PERCENTAGE AMOUNTS" AND "INCLUDABLE
CONTRIBUTIONS". The sum of the average "deferral ratio" and the average
"contribution percentage" of those Active Participants who are Highly
Compensated Employees during the Plan Year shall not exceed the "aggregate
limit". The average "deferral ratio" and average "contribution percentage" of
such Active Participants shall be determined after any corrections required to
meet the "ADP" test, described in Section 6.03, and the "ACP" test, described in
Section 6.06, have been made. Notwithstanding the foregoing, the "aggregate
limit" shall not be exceeded if either the average "deferral ratio" or the
average "contribution percentage" of such Active Participants for the Plan Year
does not exceed 1.25 multiplied by the average "deferral ratio" or the average
"contribution percentage", as applicable, for the "testing year" of the Active
Participants who are Non-Highly Compensated Employees for the "testing year".


                                       25
<PAGE>


         If the "aggregate limit" would be exceeded for any Plan Year, then the
limit shall be met by reducing the "contribution percentage amounts" contributed
for the Plan Year on behalf of the Active Participants who are Highly
Compensated Employees for such Plan Year (in order of their "contribution
percentages", beginning with the highest such "contribution percentage") .
"Contribution percentage amounts" that are reduced as provided herein shall be
treated as "excess aggregate contributions". If for any Plan Year in which the
"ADP" test described in Section 6.03 is ,deemed satisfied pursuant to Section
6.10, the average "deferral ratio" of those Active Participants who are Highly
Compensated Employees during the Plan Year does not meet the "aggregate limit"
after reducing the "contribution percentage amounts" contributed on behalf of
such Active Participants to zero, no further reduction shall be required under
this Section

6.09. INCOME OR LOSS ON DISTRIBUTABLE CONTRIBUTIONS. The income or loss
allocable to "excess deferrals", "excess contributions", and "excess aggregate
contributions" shall be determined under one of the following methods:


         (a) the income or loss for the "determination year" allocable to the
         Participant's Account to which such contributions were made multiplied
         by a fraction, the numerator of which is the amount of the
         distributable contributions and the denominator of which is the balance
         of the Participant's Account to which such contributions were made,
         determined without regard to any income or loss occurring during the
         "determination year"; or

         (b) the income or loss for the "determination year" determined under
         any other reasonable method, provided that such method is used
         consistently for all Participants in determining the income or loss
         allocable to distributable contributions hereunder for the Plan Year,
         and is used by the Plan in allocating income or loss to Participants'
         Accounts.

Income or loss allocable to the period between the end of the "determination
year" and the date of distribution shall be disregarded in determining income or
loss.

6.10. DEEMED SATISFACTION OF "ADP" TEST. Notwithstanding any other provision of
this Article 6 to the contrary, for any Plan Year beginning on or after January
1, 1999, if the Employer has elected one of the safe harbor contributions in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement and complies with
the notice requirements described herein for such Plan Year, the Plan shall be
deemed to have satisfied the "ADP" test described in Section 6.03. The Employer
shall provide a notice to each Active Participant during the Plan Year
describing the following:

         (a) the formula used for determining the amount of the safe harbor
         contribution to be made on behalf of Active Participants for the Plan
         Year or a statement that the Plan may be amended during the Plan Year
         to provide for a safe harbor Nonelective Employer Contribution for the
         Plan Year equal to at least three percent of each Active Participant's
         Compensation for the Plan Year;

         (b) any other employer contributions provided under the Plan and any
         requirements that Active Participants must satisfy to be entitled to
         receive such employer contributions;

         (c) the type and amount of Compensation that may be deferred under the
         Plan as Deferral Contributions;

         (d) the procedures for making a cash or deferred election under the
         Plan and the periods during which such elections may be made or
         changed; and

         (e) the withdrawal and vesting provisions applicable to contributions
         under the Plan.

         The descriptions required in (b) through (e) may be provided by cross
references to the relevant sections of an up to date summary plan description.
Such notice shall be written in a manner calculated to be understood by the
average Active Participant. The Employer shall provide the notice to each Active
Participant within one of the following periods, whichever is applicable:


                                       26
<PAGE>


         (f) if the employee is an Active Participant 90 days before the
         beginning of the Plan Year, within the period beginning 90 days and
         ending 30 days before the first day of the Plan Year; or

         (g) if the employee becomes an Active Participant after the date
         described in paragraph (f) above, within the period beginning 90 days
         before and ending on the date he becomes an Active Participant;

provided, however, that such notice shall not be required to be provided to an
Active Participant earlier than is required under any guidance published by the
Internal Revenue Service.

         If an Employer that provides notice that the Plan may be amended to
provide a safe harbor Nonelective Employer Contribution for the Plan Year does
amend the Plan to provide such contribution, the Employer shall provide a
supplemental notice to all Active Participants stating that a safe harbor
Nonelective Employer Contribution in the specified amount shall be made for the
Plan Year. Such supplemental notice shall be provided to Active Participants at
least 30 days before the last day of the Plan Year.

6.11. DEEMED SATISFACTION OF "ACP" TEST WITH RESPECT TO MATCHING EMPLOYER
CONTRIBUTIONS. A Plan that satisfies the requirements of Section 6.10 shall also
be deemed to have satisfied the "ACP" test described in Section 6.06 with
respect to Matching Employer Contributions, if Matching Employer Contributions
to the Plan for the Plan Year meet all of the following requirements: (a) the
percentage of Deferral Contributions matched does not increase as the percentage
of Compensation contributed increases; (b) Highly Compensated Employees are not
provided a greater percentage match than Non-Highly Compensated Employees; (c)
Deferral Contributions matched do not exceed six percent of a Participant's
Compensation; and (d) if the Employer elected in Subsection 1.10(a)(2) or
1.10(b) of the Adoption Agreement to provide discretionary Matching Employer
Contributions, the Employer also elected in Subsection 1.10(a)(2)(A) or
1.10(b)(1) of the Adoption Agreement, as applicable, to limit the dollar amount
of such discretionary Matching Employer Contributions allocated to a Participant
for the Plan Year to no more than four percent of such Participant's
Compensation for the Plan Year.

         If such Plan provides for Employee Contributions, the "ACP" test
described in Section 6.06 must be applied with respect to such Employee
Contributions. For purposes of applying the "ACP" test with respect to Employee
Contributions, Matching Employer Contributions and Nonelective Employer
Contributions that satisfy the vesting and distribution requirements applicable
to safe harbor contributions, but which are not required to comply with the safe
harbor contribution requirements may be taken into account.

6.12. CODE SECTION 415 LIMITATIONS. Notwithstanding any other provisions of the
Plan, the following limitations shall apply:


         (a) Employer Maintains Single Plan: If the "415 employer" does not
         maintain any other qualified defined contribution plan or any "welfare
         benefit fund", "individual medical benefit account", or "simplified
         employee pension" in addition to the Plan, the provisions of this
         Subsection 6.12(a) shall apply.

                  (1) If a Participant does not participate in, and has never
                  participated in any other qualified defined contribution plan,
                  "welfare benefit fund", "individual medical benefit account",
                  or "simplified employee pension" maintained by the "415
                  employer", which provides an "annual addition", the amount of
                  "annual additions" to the Participant's Account for a
                  Limitation Year shall not exceed the lesser of the "maximum
                  permissible amount" or any other limitation contained in the
                  Plan. If a contribution that would otherwise be contributed or
                  allocated to the Participant's Account would cause the "annual
                  additions" for the Limitation Year to exceed the "maximum
                  permissible amount", the amount contributed or allocated shall
                  be reduced so that the "annual additions" for the Limitation
                  Year shall equal the "maximum permissible amount".

                  (2) Prior to the determination of a Participant's actual
                  Compensation for a Limitation Year, the "maximum permissible
                  amount" may be determined on the basis of a reasonable
                  estimation of the Participant's Compensation for such
                  Limitation Year, uniformly determined for all Participants
                  similarly situated. Any Employer contributions based on
                  estimated annual


                                       27
<PAGE>


                  Compensation shall be reduced by any "excess 415 amounts"
                  carried over from prior Limitation Years.

                  (3) As soon as is administratively feasible after the end of
                  the Limitation Year, the "maximum permissible amount" for such
                  Limitation Year shall be determined on the basis of the
                  Participant's actual Compensation for such Limitation Year.

                  (4) If there is an "excess 415 amount" with respect to a
                  Participant for a Limitation Year as a result of the
                  estimation of the Participant's Compensation for the
                  Limitation Year, the allocation of forfeitures to the
                  Participant's Account, or a reasonable error in determining
                  the amount of Deferral Contributions that may be made on
                  behalf of the Participant under the limits of this Section
                  6.12, such "excess 415 amount" shall be disposed of as
                  follows:

                           (A) Any Employee Contributions shall be reduced to
                           the extent necessary to reduce the "excess 415
                           amount".

                           (B) If after application of Subsection 6.12(a)(4)(A)
                           an "excess 41S amount" still exists, any Deferral
                           Contributions that have not been matched shall be
                           reduced to the extent necessary to reduce the "excess
                           415 amount".

                           (C) If after application of Subsection 6.12(a)(4)(B)
                           an "excess 415 amount" still exists, any Deferral
                           Contributions that have been matched and the Matching
                           Employer Contributions attributable thereto shall be
                           reduced to the extent necessary to reduce the "excess
                           41S amount".

                           (D) If after the application of Subsection
                           6.12(a)(4)(C) an "excess 415 amount" still exists,
                           any Nonelective Employer Contributions shall be
                           reduced to the extent necessary to reduce the "excess
                           41S amount".

                           (E) If after the application of Subsection
                           6.12(a)(4)(D) an "excess 415 amount" still exists,
                           any Qualified Nonelective Employer Contributions
                           shall be reduced to the extent necessary to reduce
                           the "excess 41S amount".

                           Employee Contributions and Deferral Contributions
                  that are reduced as provided above shall be returned to the
                  Participant. Any income allocable to returned Employee
                  Contributions or Deferral Contributions shall also be returned
                  or shall be treated as additional "annual additions" for the
                  Limitation Year in which the excess contributions to which
                  they are allocable were made.

                           If Matching Employer, Nonelective Employer, or
                  Qualified Nonelective Employer Contributions to a
                  Participant's Account are reduced as an "excess 415 amount",
                  as provided above, and the individual is still an Active
                  Participant at the end of the Limitation Year, then such
                  "excess 41S amount" shall be reapplied to reduce future
                  Employer contributions under the Plan for the next Limitation
                  Year (and for each succeeding Limitation Year, as necessary)
                  for such Participant, so that in each such Limitation Year the
                  sum of the actual Employer contributions made on behalf of
                  such Participant plus the reapplied amount shall equal the
                  amount of Employer contributions which would otherwise be made
                  to such Participant's Account. If the individual is not an
                  Active Participant at the end of a Limitation Year, then such
                  "excess 415 amount" shall be held unallocated in a suspense
                  account. The suspense account shall be applied to reduce
                  future Employer contributions for all remaining Active
                  Participants in the next Limitation Year and each succeeding
                  Limitation Year if necessary.

                           If a suspense account is in existence at any time
                  during the Limitation Year pursuant to this Subsection
                  6.12(a)(4), it shall participate in the allocation of the
                  Trust Fund's investment gains and losses. All amounts in the
                  suspense account must be allocated to the Accounts of Active
                  Participants before any Employer contribution may be made for
                  the Limitation Year.


                                       28
<PAGE>



                           Except as otherwise specifically provided in this
                  Subsection 6.12, "excess 41S amounts'.' may not be distributed
                  to Participants.

         (b) Employer Maintains Multiple Defined Contribution Type Plans: Unless
         the Employer specifies another method for limiting "annual additions"
         in the 415 Correction Addendum to the Adoption Agreement, if the "41S
         employer" maintains any other qualified defined contribution plan or
         any "welfare benefit fund", "individual medical benefit account", or
         "simplified employee pension" in addition to the Plan, the provisions
         of this Subsection 6.12(b) shall apply.

                  (1) If a Participant is covered under any other qualified
                  defined contribution plan or any "welfare benefit fund",
                  "individual medical benefit account", or "simplified employee
                  pension" maintained by the "415 employer", that provides an
                  "annual addition", the amount of "annual additions" to the
                  Participant's Account for a Limitation Year shall not exceed
                  the lesser of

                           (A) the "maximum permissible amount", reduced by the
                           sum of any "annual additions" to the Participant's
                           accounts for the same Limitation Year under such
                           other qualified defined contribution plans and
                           "welfare benefit funds", "individual medical benefit
                           accounts", and "simplified employee pensions", or

                           (B) any other limitation contained in the Plan.

                           If the "annual additions" with respect to a
                  Participant under other qualified defined contribution plans,
                  "welfare benefit funds", "individual medical benefit
                  accounts", and "simplified employee pensions" maintained by
                  the "415 employer" are less than the "maximum permissible
                  amount" and a contribution that would otherwise be contributed
                  or allocated to the Participant's Account under the Plan would
                  cause the "annual additions" for the Limitation Year to exceed
                  the "maximum permissible amount", the amount to be contributed
                  or allocated shall be reduced so that the "annual additions"
                  for the Limitation Year shall equal the "maximum permissible
                  amount". If the "annual additions" with respect to the
                  Participant under such other qualified defined contribution
                  plans, "welfare benefit funds", "individual medical benefit
                  accounts", and "simplified employee pensions" in the aggregate
                  are equal to or greater than the "maximum permissible amount",
                  no amount shall be contributed or allocated to the
                  Participant's Account under the Plan for the Limitation Year.

                  (2) Prior to the determination of a Participant's actual
                  Compensation for the Limitation Year, the amounts referred to
                  in Subsection 6.12(b)(1)(A) above may be determined on the
                  basis of a reasonable estimation of the Participant's
                  Compensation for such Limitation Year, uniformly determined
                  for all Participants similarly situated. Any Employer
                  contribution based on estimated annual Compensation shall be
                  reduced by any "excess 415 amounts" carried over from prior
                  Limitation Years.

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

                  (4) Notwithstanding the provisions of any other plan
                  maintained by a "415 employer", if there is an "excess 41S
                  amount" with respect to a Participant for a Limitation Year as
                  a result of estimation of the Participant's Compensation for
                  the Limitation Year, the allocation of forfeitures to the
                  Participant's account under any qualified defined contribution
                  plan maintained by the "415 employer", or a reasonable error
                  in determining the amount of Deferral Contributions that may
                  be made on behalf of the Participant to the Plan or any other
                  qualified defined contribution plan maintained by the "415
                  employer" under the limits of this Subsection 6.12(b), such
                  "excess 415 amount" shall be deemed to consist first of the
                  "annual additions" allocated to this Plan and shall be reduced
                  as provided in Subsection 6.12(a)(4); provided, however, that
                  if the "415 employer" maintains both a profit sharing plan and
                  a money purchase pension plan under this Basic Plan


                                       29
<PAGE>


                  Document, "annual additions" to the money purchase pension
                  plan shall be reduced only after all "annual additions" to the
                  profit sharing plan have been reduced.

         (c) Employer Maintains or Maintained Defined Benefit Plan: For
         Limitation Years beginning prior to January 1, 2000, if the "415
         employer" maintains, or at any time maintained, a qualified defined
         benefit plan, the sum of any Participant's "defined benefit plan
         fraction and "defined contribution plan fraction" shall not exceed the
         combined plan limitation of 1.00 in any such Limitation Year. The
         combined plan limitation shall be met by reducing "annual additions"
         under the Plan, unless otherwise provided in the qualified defined
         benefit plan.

         (d) Adjustment to Compensation: Compensation for purposes of this
         Section 6.12 shall include amounts that are not includable in the gross
         income of the Participant under a salary reduction agreement by reason
         of the application of Code Section 125, 132(f)(4), 402(e)(3) , 402(h) ,
         or 403(b).

ARTICLE 7.        PARTICIPANTS' ACCOUNTS.

7.01. INDIVIDUAL ACCOUNTS. The Administrator shall establish and maintain an
Account for each Participant that shall reflect Employer and Employee
contributions made on behalf of the Participant and earnings, expenses, gains
and losses attributable thereto, and investments made with amounts in the
Participant's Account. The Administrator shall establish and maintain such other
accounts and records as it decides in its discretion to be reasonably required
or appropriate in order to discharge its duties under the Plan. The
Administrator shall notify the Trustee of all Accounts established and
maintained under the Plan.

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

ARTICLE 8.        INVESTMENT OF CONTRIBUTIONS.

8.01. MANNER OF INVESTMENT. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. Except as otherwise
specifically provided in Section 20.10, the Accounts of Participants shall be
invested and reinvested only in Permissible Investments selected by the Employer
and designated in the Service Agreement.

8.02. INVESTMENT DECISIONS. Investments shall be directed by the Employer or by
each Participant or both, in accordance with the Employer's election in
Subsection 1.23 of the Adoption Agreement. Pursuant to Section 20.04, the
Trustee shall have no discretion or authority with respect to the investment of
the Trust Fund; however, an affiliate of the Trustee may exercise investment
management authority in accordance with Subsection (e) below.

         (a) With respect to those Participant Accounts for which Employer
         investment direction is elected, the Employer (in its capacity as a
         named fiduciary under ERISA) has the right to direct the Trustee in
         writing with respect to the investment and reinvestment of assets
         comprising the Trust Fund in the Permissible Investments designated in
         the Service Agreement.

         (b) With respect to those Participant Accounts for which Participant
         investment direction is elected, each Participant shall direct the
         investment of his Account among the Permissible Investments designated
         in the Service Agreement. The Participant shall file initial investment
         instructions with the Administrator, on such form as the Administrator
         may provide, selecting the Permissible Investments in which amounts
         credited to his Account shall be invested.

                  (1) Except as provided in this Section 8.02, only authorized
                  Plan contacts and the Participant shall have access to a
                  Participant's Account. While any balance remains in the
                  Account of a Participant after his death, the Beneficiary of
                  the Participant shall make decisions as to the


                                       30
<PAGE>


                  investment of the Account as though the Beneficiary were the
                  Participant. To the extent required by a qualified domestic
                  relations order as defined in Code Section 414(p), an
                  alternate payee shall make investment decisions with respect
                  to any segregated account established in the name of the
                  alternate payee as provided in Section 18.04.

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

                  If the Employer elects to allow Participants to direct the
         investment of their Account in Subsection 1.23(b) or (c) of the
         Adoption Agreement, the Plan is intended to constitute a plan described
         in ERISA Section 404(c) and regulations issued thereunder. The
         fiduciaries of the Plan shall be relieved of liability for any losses
         that are the direct and necessary result of investment instructions
         given by the Participant, his Beneficiary, or an alternate payee under
         a qualified domestic relations order. The Employer shall not be
         relieved of fiduciary responsibility for the selection and monitoring
         of the Permissible Investments under the Plan.

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

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

         (e) The Employer may appoint an investment manager (which may be the
         Trustee or an affiliate) to determine the allocation of amounts held in
         Participants' Accounts among various investment options (the "Managed
         Account" option) for Participants who direct the Trustee to invest any
         portion of their accounts in the Managed Account option. The investment
         options utilized under the Managed Account option may be those
         generally available under the Plan or may be as selected by the
         investment manager for use under the Managed Account option.
         Participation in the Managed Account option shall be subject to such
         conditions and limitations (including account minimums) as may be
         imposed by the investment manager.

8.03. PARTICIPANT DIRECTIONS TO TRUSTEE. The method and frequency for change of
investments shall be determined under (a) the rules applicable to the
Permissible Investments selected by the Employer and designated in the Service
Agreement and (b) any additional rules of the Employer limiting the frequency of
investment changes, which are included in a separate written administrative
procedure adopted by the Employer and accepted by the Trustee. The Trustee shall
have no duty to inquire into the investment decisions of a Participant or to
advise him regarding the purchase, retention, or sale of assets credited to his
Account.

ARTICLE 9.        PARTICIPANT LOANS.

9.01. SPECIAL DEFINITIONS. For purposes of this Article, the following special
definitions shall apply:

         (a) A "PARTICIPANT" is any Participant or Beneficiary, including an
         alternate payee under a qualified domestic relations order, as defined
         in Code Section 414(p), who is a party-in-interest (as determined under
         ERISA Section 3(14)) with respect to the Plan.

         (b) An "OWNER-EMPLOYEE" is, if the Employer is a sole proprietorship
         for Federal income tax purposes (regardless of its characterization
         under state law), the individual who is the sole proprietor or sole
         member, as applicable; if the Employer is a partnership for Federal
         income tax purposes (regardless of its characterization under state
         law), a partner or member, as applicable, who owns more than 10 percent
         of either the capital interest or the profits interest of the
         partnership.


                                       31
<PAGE>


         (c) A "SHAREHOLDER-EMPLOYEE" is an employee or officer of an electing
         small business (Subchapter 5) corporation who owns (or is considered as
         owning within the meaning of Code Section 318(a)(1)), on any day during
         the taxable year of such corporation, more than five percent of the
         outstanding stock of the corporation.

9.02. PARTICIPANT LOANS. If so provided by the Employer in Section 1.17 of the
Adoption Agreement, the Administrator shall allow "participants" to apply for a
loan from their Accounts under the Plan, subject to the provisions of this
Article 9.

9.03. SEPARATE LOAN PROCEDURES. All Plan loans shall be made and administered in
accordance with separate loan procedures that are hereby incorporated into the
Plan by reference.


9.04. AVAILABILITY OF LOANS. Loans shall be made available to all "participants"
on a reasonably equivalent basis. Notwithstanding the preceding sentence, no
loans shall be made to (a) an Eligible Employee who makes a Rollover
Contribution in accordance with Section 5.06, but who has not satisfied the
requirements of Section 4.01 to become an Active Participant or (b) a
"shareholder-employee" or "owner-employee".

         Loans shall not be made available to "participants" who are Highly
Compensated Employees in an amount greater than the amount made available to
other "participants".

9.05. LIMITATION ON LOAN AMOUNT. No loan to any "participant" shall be made to
the extent that such loan when added to the outstanding balance of all other
loans to the "participant" would exceed the lesser of (a) $50,000 reduced by the
excess (if any) of the highest outstanding balance of plan loans during the one-
year period ending on the day before the loan is made over the outstanding
balance of plan loans on the date the loan is made, or (b) one-half the present
value of the "participant's" vested interest in his Account. For purposes of the
above limitation, plan loans include all loans from all plans maintained by the
Employer and any Related Employer.

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

9.07. LEVEL AMORTIZATION. All loans shall by their terms require that repayment
(principal and interest) be amortized in level payments, not less than
quarterly, over a period not extending beyond five years from the date of the
loan unless such loan is for the purchase of a "participant's" primary
residence. Notwithstanding the foregoing, the amortization requirement may be
waived for a period not exceeding one year during which a "participant" is on a
leave of absence from employment with the Employer and any Related Employer
either without pay or at a rate of pay which, after withholding for employment
and income taxes, is less than the amount of the installment payments required
under the terms of the loan. Installment payments must resume after such leave
of absence ends or, if earlier, after the first year of such leave of absence,
in an amount that is not less than the amount of the installment payments
required under the terms of the original loan. No waiver of the amortization
requirements shall extend the period of the loan beyond five years from the date
of the loan, unless the loan is for purchase of the "participant's" primary
residence.

9.08. SECURITY. Loans must be secured by the "participant's" vested interest in
his Account not to exceed 50 percent of such vested interest. If the provisions
of Section 14.04 apply to a Participant, a Participant must obtain the consent
of his or her spouse, if any, to use his vested interest in his Account as
security for the loan. Spousal consent shall be obtained no earlier than the
beginning of the 90-day period that ends on the date on which the loan is to be
so secured. The consent must be in writing, must acknowledge the effect of the
loan, and must be witnessed by a Plan representative or notary public. Such
consent shall thereafter be binding with respect to the consenting spouse or any
subsequent spouse with respect to that loan.


                                       32

<PAGE>
9.09. TRANSFER AND DISTRIBUTION OF LOAN AMOUNTS FROM PERMISSIBLE INVESTMENTS.
The Employer shall confirm the order in which the Permissible Investments shall
be liquidated in order that the loan amount can be transferred and distributed.

9.10. DEFAULT. The Administrator shall treat a loan in default if

      (a) any scheduled repayment remains unpaid at the end of the period
      specified in the separate loan procedures (unless payment is not made due
      to a waiver of the amortization schedule for a "participant" who is on a
      leave of absence, as described in Section 9.07), or

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

      Upon default, the entire outstanding principal and accrued interest shall
be immediately due and payable. If a distributable event (as defined by the
Code) has occurred, the Administrator shall direct the Trustee to foreclose on
the promissory note and offset the "participant's" vested interest in his
Account by the outstanding balance of the loan. If a distributable event has not
occurred, the Administrator shall direct the Trustee to foreclose on the
promissory note and offset the "participant's" vested interest in his Account as
soon as a distributable event occurs. The Trustee shall have no obligation to
foreclose on the promissory note and offset the outstanding balance of the loan
except as directed by the Administrator.

9.11. EFFECT OF TERMINATION WHERE PARTICIPANT HAS OUTSTANDING LOAN BALANCE. If a
Participant has an outstanding loan balance at the time his employment
terminates, the entire outstanding principal and accrued interest shall be
immediately due and payable. Any outstanding loan amounts that are immediately
due and payable hereunder shall be treated in accordance with the provisions of
Sections 9.10 and 9.12 as if the Participant had defaulted on the outstanding
loan.

9.12. DEEMED DISTRIBUTIONS UNDER CODE SECTION 72(P). Notwithstanding the
provisions of Section 9.10, if a "participant's" loan is in default, the
"participant" shall be treated as having received a taxable "deemed
distribution" for purposes of Code Section 72(p), whether or not a distributable
event has occurred. The amount of a loan that is a deemed distribution ceases to
be an outstanding loan for purposes of Code Section 72, except as otherwise
specifically provided herein, and a Participant shall not be treated as having
received a taxable distribution when the Participant's Account is offset by the
outstanding balance of the loan amount as provided in Section 9.10. In addition,
interest that accrues on a loan after it is deemed distributed shall not be
treated as an additional loan to the Participant and shall not be included in
the income of the Participant as a deemed distribution. Notwithstanding the
foregoing, unless a Participant repays a loan that has been deemed distributed,
with interest thereon, the amount of such loan, with interest, shall be
considered an outstanding loan under Code Section 72(p) for purposes of
determining the applicable limitation on subsequent loans under Section 9.05.

      If a Participant makes payments on a loan that has been deemed
distributed, payments made on the loan after the date it was deemed distributed
shall be treated as Employee Contributions to the Plan for purposes of
increasing the Participant's tax basis in his Account, but shall not be treated
as Employee Contributions for any other purpose under the Plan, including
application of the "ACP" test described in Section 6.06 and application of the
Code Section 415 limitations described in Section 6.12.

      The provisions of this Section 9.12 regarding treatment of loans that are
deemed distributed shall be effective as of

      (a) the Effective Date, if the Plan is a new plan or is an amendment and
      restatement of a plan that administered loans in accordance with the
      provisions of Q & A 19 and 20 of Section l.72(p)-l of the Proposed
      Treasury Regulations immediately prior to the Effective Date or

      (b) as of the January 1 coinciding with or immediately following the
      Effective Date, in any other case.


                                       33
<PAGE>
Any loan that was deemed distributed prior to the date the provisions of this
Section 9.12 are effective shall be administered in accordance with the
provisions of this Section 9.12 to the extent such administration is consistent
with the transition rules in 0 & A 21(c)(2) of Section l.72(p)-l of the Proposed
Treasury Regulations.

9.13. DETERMINATION OF ACCOUNT VALUE UPON DISTRIBUTION WHERE PLAN LOAN IS
OUTSTANDING. Notwithstanding any other provision of the Plan, the portion of a
"participant's" vested interest in his Account that is held by the Plan as
security for a loan outstanding to the "participant" in accordance with the
provisions of this Article shall reduce the amount of the Account payable at the
time of death or distribution, but only if the reduction is used as repayment of
the loan. If less than 100 percent of a "participant's" vested interest in his
Account (determined without regard to the preceding sentence) is payable to the
"participant's" surviving spouse or other Beneficiary, then the Account shall be
adjusted by first reducing the "participant's" vested interest in his Account by
the amount of the security used as repayment of the loan, and then determining
the benefit payable to the surviving spouse or other Beneficiary.

ARTICLE 10. IN-SERVICE WITHDRAWALS.

10.01. AVAILABILITY OF IN-SERVICE WITHDRAWALS. Except as otherwise permitted
under Section 11.02 with respect to Participants who continue in employment past
Normal Retirement Age, or as required under Section 12.04 with respect to
Participants who continue in employment past their Required Beginning Date, a
Participant shall not be permitted to make a withdrawal from his Account under
the Plan prior to retirement or termination of employment with the Employer and
all Related Employers, if any, except as provided in this Article.

10.02. WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS. A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his Employee
Contributions Account. Such withdrawals may be made at any time, unless the
Employer elects in Subsection 1.18(c)(1)(A) of the Adoption Agreement to limit
the frequency of such withdrawals.

10.03. WITHDRAWAL OF ROLLOVER CONTRIBUTIONS. A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his Rollover
Contributions Account. Such withdrawals may be made at any time.

10.04. AGE 59 1/2 WITHDRAWALS. If so provided by the Employer in Subsection
1.18(b) or the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee and who has
attained the age of 59 1/2 is permitted to withdraw upon request all or any
portion of the Accounts specified by the Employer in Subsection 1.18(b) or the
Protected In-Service Withdrawals Addendum to the Adoption Agreement, as
applicable.

10.05. HARDSHIP WITHDRAWALS. If so provided by the Employer in Subsection
1.18(a) of the Adoption Agreement, a Participant who continues in employment as
an Employee may apply to the Administrator for a hardship withdrawal of all or
any portion of his Deferral Contributions Account (excluding any earnings
thereon accrued after the later of December 31, 1988 or the last day of the last
Plan Year ending before July 1, 1989) and, if so provided by the Employer in
Subsection 1.18(d)(2), such other Accounts as may be specified in Subsection (c)
of the Protected In-Service Withdrawals Addendum to the Adoption Agreement. The
minimum amount that a Participant may withdraw because of hardship is $500.

      For purposes of this Section 10.05, a withdrawal is made on account of
hardship if made on account of an immediate and heavy financial need of the
Participant where such Participant lacks other available resources.
Determinations with respect to hardship shall be made by the Administrator and
shall be conclusive for purposes of the Plan, and shall be based on the
following special rules:

      (a) The following are the only financial needs considered immediate and
      heavy:

            (1) expenses incurred or necessary for medical care (within the
            meaning of Code Section 213(d)) of the Participant, the
            Participant's spouse, children, or dependents;

            (2) the purchase (excluding mortgage payments) of a principal
            residence for the Participant;


                                       34
<PAGE>
            (3) payment of tuition, related educational fees, and room and board
            for the next 12 months of post-secondary education for the
            Participant, the Participant's spouse, children or dependents;

            (4) the need to prevent the eviction of the Participant from, or a
            foreclosure on the mortgage of, the Participant's principal
            residence; or

            (5) any other financial need determined to be immediate and heavy
            under rules and regulations issued by the Secretary of the Treasury
            or his delegate.

      (b) A distribution shall be considered as necessary to satisfy an
      immediate and heavy financial need of the Participant only if:

            (1) The Participant has obtained all distributions, other than the
            hardship withdrawal, and all nontaxable (at the time of the loan)
            loans currently available under all plans maintained by the Employer
            or any Related Employer;

            (2) The Participant suspends Deferral Contributions and Employee
            Contributions to the Plan for the 12-month period following the date
            of his hardship withdrawal. The suspension must also apply to all
            elective contributions and employee contributions to all other
            qualified plans and non-qualified plans maintained by the Employer
            or any Related Employer, other than any mandatory employee
            contribution portion of a defined benefit plan, including stock
            option, stock purchase, and other similar plans, but not including
            health and welfare benefit plans (other than the cash or deferred
            arrangement portion of a cafeteria plan);

            (3) The withdrawal amount is not in excess of the amount of an
            immediate and heavy financial need (including amounts necessary to
            pay any Federal, state or local income taxes or penalties reasonably
            anticipated to result from the distribution); and

            (4) The Participant agrees to limit Deferral Contributions (and
            "elective deferrals", as defined in Subsection 6.01(U) to the Plan
            and any other qualified plan maintained by the Employer or a Related
            Employer for the calendar year immediately following the calendar
            year in which the Participant received the hardship withdrawal to
            the applicable limit under Code Section 402(g) for such calendar
            year less the amount of the Participant's Deferral Contributions
            (and "elective deferrals") for the calendar year in which the
            Participant received the hardship withdrawal.

10.06. PRESERVATION OF PRIOR PLAN IN-SERVICE WITHDRAWAL RULES. As indicated by
the Employer in Subsection 1.18(d) of the Adoption Agreement, to the extent
required under Code Section 411(d)(6), in-service withdrawals that were
available under a prior plan shall be available under the Plan.

      (a) If the Plan is a profit sharing plan, the following provisions shall
      apply to preserve prior in-service withdrawal provisions.

            (1) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service
            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts of amounts that have
            been held in such Accounts for a specified period of time, a
            Participant shall be entitled to withdraw at any time prior to his
            termination of employment, subject to any restrictions applicable
            under the prior plan that the Employer elects in Subsection
            1.18(d)(1)(A)(i) of the Adoption Agreement to continue under the
            Plan as amended and restated hereunder (other than any mandatory
            suspension of contributions restriction), any vested amounts held in
            such Accounts for the period of time specified by the Employer in
            Subsection 1.18(d)(1)(A) of the Adoption Agreement.

            (2) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service
            withdrawals from a Participant's Matching Employer and/or


                                       35
<PAGE>
            Nonelective Employer Contributions Accounts by Participants with at
            least 60 months of participation, a Participant with at least 60
            months of participation shall be entitled to withdraw at any time
            prior to his termination of employment, subject to any restrictions
            applicable under the prior plan that the Employer elects in
            Subsection 1.18(d)(1)(B)(i) of the Adoption Agreement to continue
            under the Plan as amended and restated hereunder (other than any
            mandatory suspension of contributions restriction), any vested
            amounts held in such Accounts.

            (3) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service
            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts under any other
            circumstances, a Participant who has met any applicable
            requirements, as set forth in the Protected In-Service Withdrawals
            Addendum to the Adoption Agreement, shall be entitled to withdraw at
            any time prior to his termination of employment any vested amounts
            held in such Accounts, subject to any restrictions applicable under
            the prior plan that the Employer elects to continue under the Plan
            as amended and restated hereunder, as set forth in the Protected
            In-Service Withdrawal Addendum to the Adoption Agreement.

      (b) If the Plan is a money purchase pension plan that is an amendment and
      restatement of a prior profit sharing plan or is a transferee plan of a
      prior profit sharing plan that provided for in-service withdrawals from
      any portion of a Participant's Account other than his Employee
      Contributions and/or Rollover Contributions Accounts, a Participant who
      has met any applicable requirements, as set forth in the Protected
      in-Service Withdrawals Addendum to the Adoption Agreement, shall be
      entitled to withdraw at any time prior to his termination of employment
      his vested interest in amounts attributable to such prior profit sharing
      accounts, subject to any restrictions applicable under the prior plan that
      the Employer elects to continue under the Plan as amended and restated
      hereunder (other than any mandatory suspension of contributions
      restriction), as set forth in the Protected In-Service Withdrawal Addendum
      to the Adoption Agreement.

10.07. RESTRICTIONS ON IN-SERVICE WITHDRAWALS. The following restrictions apply
to any in-service withdrawal made from a Participant's Account under this
Article:

      (a) If the provisions of Section 14.04 apply to a Participant's Account,
      the Participant must obtain the consent of his spouse, if any, to obtain
      an in- service withdrawal.

      (b) In-service withdrawals shall be made in a lump sum payment, except
      that if the provisions of Section 14.04 apply to a Participant's Account,
      the Participant may receive the in-service withdrawal in the form of a
      "qualified joint and survivor annuity", as defined in Subsection 14.01(a).

      (c) Notwithstanding any other provision of the Plan to the contrary other
      than the provisions of Section 11.02, a Participant shall not be permitted
      to make an in-service withdrawal from his Account of amounts attributable
      to contributions made to a money purchase pension plan, except employee
      and/or rollover contributions that were held in a separate account(s)
      under such plan.

10.08. DISTRIBUTION OF WITHDRAWAL AMOUNTS. The Employer shall confirm the order
in which the Permissible Investments shall be liquidated in order that the
withdrawal amount can be distributed.

ARTICLE 11. RIGHT TO BENEFITS.

11.01. NORMAL OR EARLY RETIREMENT. Each Participant who continues in employment
as an Employee until his Normal Retirement Age or, if so provided by the
Employer in Subsection 1.13(b) of the Adoption Agreement, Early Retirement Age,
shall have a vested interest in his Account of 100 percent regardless of any
vesting schedule elected in Section 1.1S of the Adoption Agreement. If a
Participant retires upon the attainment of Normal or Early Retirement Age, such
retirement is referred to as a normal retirement.


                                       36
<PAGE>
11.02. LATE RETIREMENT. If a Participant continues in employment as an Employee
after his Normal Retirement Age, he shall continue to have a 100 percent vested
interest in his Account and shall continue to participate in the Plan until the
date he establishes with the Employer for his late retirement. Until he retires,
he has a continuing election to receive all or any portion of his Account.

11.03. DISABILITY RETIREMENT. If so provided by the Employer in Subsection
1.13(c) of the Adoption Agreement, a Participant who becomes disabled while
employed as an Employee shall have a 100 percent vested interest in his Account
regardless of any vesting schedule elected in Section 1.15 of the Adoption
Agreement. An Employee is considered disabled if he satisfies any of the
requirements for disability retirement selected by the Employer in Section 1.14
of the Adoption Agreement and terminates his employment with the Employer. Such
termination of employment is referred to as a disability retirement.
Determinations with respect to, disability shall be made by the Administrator.

11.04. DEATH. If a Participant who is employed as an Employee dies, his Account
shall become 100 percent vested and his designated Beneficiary shall be entitled
to receive the balance of his Account, plus any amounts thereafter credited to
his Account. If a Participant whose employment as an Employee has terminated
dies, his designated Beneficiary shall be entitled to receive the Participant's
vested interest in his Account.

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

      Subject to the requirements of Section 14.04, a Participant may designate
a Beneficiary, or change any prior designation of Beneficiary by giving notice
to the Administrator on a form designated by the Administrator. If more than one
person is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form. In the case of a married Participant, the
Participant's spouse shall be deemed to be the designated Beneficiary unless the
Participant's spouse has consented to another designation in the manner
described in Section 14.06.

11.05. OTHER TERMINATION OF EMPLOYMENT. If a Participant terminates his
employment with the Employer and all Related Employers, if any, for any reason
other than death or normal, late, or disability retirement, he shall be entitled
to a termination benefit equal to the sum of (a) his vested interest in the
balance of his Matching Employer and/or Nonelective Employer Contributions
Account(s), other than the balance attributable to safe harbor Matching Employer
and/or safe harbor Nonelective Employer Contributions elected by the Employer in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, such vested
interest to be determined in accordance with the vesting schedule(s) selected by
the Employer in Section 1.15 of the Adoption Agreement, and (b) the balance of
his Deferral, Employee, Qualified Nonelective Employer, Qualified Matching
Employer, and Rollover Contributions Accounts, and the balance of his Matching
Employer or Nonelective Employer Contributions Account that is attributable to
safe harbor Matching Employer and/or safe harbor Nonelective Employer
Contributions.

11.06. APPLICATION FOR DISTRIBUTION. Unless a Participant's Account is cashed
out as provided in Section 13.02, a Participant (or his Beneficiary, if the
Participant has died) who is entitled to a distribution hereunder must make
application, in a form acceptable to the Administrator, for a distribution from
his Account. No distribution shall be made hereunder without proper application
therefore, except as otherwise provided in Section 13.02.

11.07. APPLICATION OF VESTING SCHEDULE FOLLOWING PARTIAL DISTRIBUTION. If a
distribution from a Participant's Matching Employer and/or Nonelective Employer
Contributions Account has been made to him at a time when he is less than 100
percent vested in such Account balance, the vesting schedule(s) in Section 1.15
of the Adoption Agreement shall thereafter apply only to the balance of his
Account attributable to Matching Employer and/or Nonelective Employer
Contributions allocated after such distribution. The balance of the Account from
which such distribution was made shall be transferred to a separate account
immediately following such distribution.


                                       37
<PAGE>
      At any relevant time prior to a forfeiture of any portion thereof under
Section 11.08, a Participant's vested interest in such separate account shall be
equal to P(AB + (RxD))-(RxD), where P is the Participant's vested interest at
the relevant time determined under Section 11.05; AB is the account balance of
the separate account at the relevant time; D is the amount of the distribution;
and R is the ratio of the account balance at the relevant time to the account
balance after distribution. Following a forfeiture of any portion of such
separate account under Section 11.08 below, any balance in the Participant's
separate account shall remain 100 percent vested.

11.08. FORFEITURES. If a Participant terminates his employment with the Employer
and all Related Employers before he is 100 percent vested in his Matching
Employer and/or Nonelective Employer Contributions Accounts, the non-vested
portion of his Account (including any amounts credited after his termination of
employment) shall be forfeited by him as follows:

      (a) If the Inactive Participant elects to receive distribution of his
      entire vested interest in his Account, the non-vested portion of his
      Account shall be forfeited upon the complete distribution of such vested
      interest, subject to the possibility of reinstatement as provided in
      Section 11.10. For purposes of this Subsection, if the value of an
      Employee's vested interest in his Account balance is zero, the Employee
      shall be deemed to have received a distribution of his vested interest
      immediately following termination of employment.

      (b) If the Inactive Participant elects not to receive distribution of his
      vested interest in his Account following his termination of employment,
      the non-vested portion of his Account shall be forfeited after the
      Participant has incurred five consecutive Breaks in Vesting Service.

      No forfeitures shall occur solely as a result of a Participant's
withdrawal of Employee Contributions.

11.09. Application of Forfeitures. Any forfeitures occurring during a Plan Year
shall be applied to reduce the contributions of the Employer, unless the
Employer has elected in Subsection 1.15(d)(3) of the Adoption Agreement that
such remaining forfeitures shall be allocated among the Accounts of Active
Participants who are eligible to receive allocations of Nonelective Employer
Contributions for the Plan Year in which the forfeiture occurs. Forfeitures that
are allocated among the Accounts of eligible Active Participants shall be
allocated in the same manner as Nonelective Employer Contributions. If the plan
is a money purchase pension plan or the Employer has elected a fixed Nonelective
Employer Contribution rate rather than a discretionary rate, forfeitures shall
incrementally increase the amount allocated to the Accounts of eligible Active
Participants. Notwithstanding any other provision of the Plan to the contrary,
forfeitures may first be used to pay administrative expenses under the Plan, as
directed by the Employer. To the extent that forfeitures are not used to reduce
administrative expenses under the Plan, as directed by the Employer, forfeitures
will be applied in accordance with this Section 11.09.

      Pending application, forfeitures shall be held in the Permissible
Investment selected by the Employer for such purpose or, absent Employer
selection, in the most conservative Permissible Investment designated by the
Employer in the Service Agreement.

      Notwithstanding any other provision of the Plan to the contrary, in no
event may forfeitures be used to reduce the Employer's obligation to remit to
the Trust (or other appropriate Plan funding vehicle) loan repayments made
pursuant to Article 9, Deferral Contributions or Employee Contributions.

11.10. REINSTATEMENT OF FORFEITURES. If a Participant forfeits any portion of
his Account under Subsection 11.08(a) because of distribution of his complete
vested interest in his Account, but again becomes an Employee, then the amount
so forfeited, without any adjustment for the earnings, expenses, losses, or
gains of the assets credited to his Account since the date forfeited, shall be
recredited to his Account (or to a separate account as described in Section
11.07, if applicable) if he meets all of the following requirements:

      (a) he again becomes an Employee before the date he incurs
      five-consecutive Breaks in Vesting Service following the date complete
      distribution of his vested interest was made to him; and


                                       38
<PAGE>
      (b) he repays to the Plan the amount previously distributed to him,
      without interest, within five years of his Reemployment Date. If an
      Employee is deemed to have received distribution of his complete vested
      interest as provided in Section 11.08, the Employee shall be deemed to
      have repaid such distribution on his Reemployment Date.

      Upon such an actual or deemed repayment, the provisions of the Plan
(including Section 11.07) shall thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph shall be
derived first from the forfeitures, if any, which as of the date of recrediting
have yet to be applied as provided in Section 11.09 and, to the extent such
forfeitures are insufficient, from a special contribution to be made by the
Employer.

11.11. ADJUSTMENT FOR INVESTMENT EXPERIENCE. If any distribution under this
Article 11 is not made in a single payment, the amount retained by the Trustee
after the distribution shall be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
invested and any expenses properly charged under the Plan and Trust to such
amounts.

ARTICLE 12. DISTRIBUTIONS.

12.01. RESTRICTIONS ON DISTRIBUTIONS. A Participant, or his Beneficiary, may not
receive a distribution from his Deferral Contributions, Qualified Nonelective
Employer Contributions, Qualified Matching Employer Contributions, safe harbor
Matching Employer Contributions or safe harbor Nonelective Employer
Contributions Accounts earlier than upon the Participant's separation from
service with the Employer and all Related Employers, death, or disability,
except as otherwise provided in Article 10, Section 11.02 or Section 12.04.
Notwithstanding the foregoing, amounts may also be distributed from such
Accounts, in the form of a lump sum only, upon

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

      (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 the Plan after the disposition, but only
      with respect to former 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 Plan, but only
      with respect to former Employees who continue employment with such
      subsidiary.

12.02. TIMING OF DISTRIBUTION FOLLOWING RETIREMENT OR TERMINATION OF EMPLOYMENT.
Except as otherwise elected by the Employer in Subsection 1.20(b) and provided
in the Postponed Distribution Addendum to the Adoption Agreement, the balance of
a Participant's vested interest in his Account shall be distributable upon his
termination of employment with the Employer and all Related Employers, if any,
because of death, normal, early, or disability retirement (as permitted under
the Plan), or other termination of employment. Notwithstanding the foregoing, a
Participant whose vested interest in his Account exceeds $5,000 as determined
under Section 13.02 (or such larger amount as may be specified in Code Section
417(e)(1)) may elect to postpone distribution of his Account until his Required
Beginning Date. A Participant who elects to postpone distribution has a
continuing election to receive such distribution prior to the date as of which
distribution is required, unless such Participant is reemployed as an Employee.

12.03. PARTICIPANT CONSENT TO DISTRIBUTION. If a Participant's vested interest
in his Account exceeds $5,000 as determined under Section 13.02 (or such larger
amount as may be specified in Code Section 417(e)(1)), no distribution shall be
made to the Participant before he reaches his Normal Retirement Age (or age 62,
if later), unless the consent of the Participant has been obtained. Such consent
shall be made within the 90-day period ending on the Participant's Annuity
Starting Date.


                                       39
<PAGE>
      The consent of the Participant's spouse must also be obtained if the
Participant's Account is subject to the provisions of Section 14.04, unless the
distribution shall be made in the form of a "qualified joint and survivor
annuity" as defined in Section 14.01. A spouse's consent to early distribution,
if required, must satisfy the requirements of Section 14.06.

      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 the Plan
if it does not offer an annuity option (purchased from a commercial provider)
and if the Employer or any Related Employer does not maintain another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)) the Participant's Account shall, without the
Participant's consent, be distributed to the Participant. However, if any
Related Employer maintains another defined contribution plan (other than an
employee stock ownership plan as defined in Code Section 4975(e)(7)) then the
Participant's Account shall be transferred, without the Participant's consent,
to the other plan if the Participant does not consent to an immediate
distribution.

12.04. REQUIRED COMMENCEMENT OF DISTRIBUTION TO PARTICIPANTS. In no event shall
distribution to a Participant commence later than the earlier of the dates
described in (a) and (b) below:

      (a) unless the Participant (and his spouse, if appropriate) elects
      otherwise, the 60th day after the close of the Plan Year in which occurs
      the latest of (i) the date on which the Participant attains Normal
      Retirement Age, or age 6S, if earlier, (ii) the date on which the
      Participant's employment with the Employer and all Related Employers
      ceases, or (iii) the 10th anniversary of the year in which the Participant
      commenced participation in the Plan; and

      (b) the Participant's Required Beginning Date.

      Notwithstanding the provisions of Subsection 12.04(a) above, the failure
of a Participant (and the Participant's spouse, if applicable) to consent to a
distribution as required under Section 12.03, shall be deemed to be an election
to defer commencement of payment as provided in Subsection 12.04(a) above.

12.05. REQUIRED COMMENCEMENT OF DISTRIBUTION TO BENEFICIARIES. If a Participant
dies before his Annuity Starting Date, the Participant's Beneficiary shall
receive distribution of the Participant's vested interest in his Account in the
form provided under Article 13 or 14, as applicable, beginning as soon as
reasonably practicable following the date the Beneficiary's application for
distribution is filed with the Administrator. Unless distribution is to be made
over the life or over a period certain not greater than the life expectancy of
the Beneficiary, distribution of the Participant's entire vested interest shall
be made to the Beneficiary no later than the end of the fifth calendar year
beginning after the Participant's death. If distribution is to be made over the
life or over a period certain no greater than the life expectancy of the
Beneficiary, distribution shall commence no later than:

      (a) If the Beneficiary is not the Participant's spouse, the end of the
      first calendar year beginning after the Participant's death; or

      (b) If the Beneficiary is the Participant's spouse, the later of (i) the
      end of the first calendar year beginning after the Participant's death or
      (ii) the end of the calendar year in which the Participant would have
      attained age 70 1/2.

      If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death that
is no less favorable than the period of time applicable to other distributions.
In the event such spouse dies prior to the date distribution commences, he shall
be treated for purposes of this Section 12.05 (other than Subsection 12.05(b)
above) as if he were the Participant. Any amount paid to a child of the
Participant shall be treated as if it had been paid to the surviving spouse if
the amount becomes payable to the surviving spouse when the child reaches the
age of majority.


                                       40
<PAGE>
      If the Participant has not designated a Beneficiary, or the Participant or
Beneficiary has not effectively selected a method of distribution, distribution
of the Participant's benefit shall be completed by the close of the calendar
year in which the fifth anniversary of the death of the Participant occurs.

      If a Participant dies on or after his Annuity Starting Date, but before
his entire vested interest in his Account is distributed, his Beneficiary shall
receive distribution of the remainder of the Participant's vested interest in
his Account beginning as soon as reasonably practicable following the
Participant's date of death in a form that provides for distribution at least as
rapidly as under the form in which the Participant was receiving distribution.

12.06. WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES. The Administrator shall at
all times be responsible for determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan and shall at all
times be responsible for instructing the Trustee in writing as to the current
address of each such Participant or Beneficiary. The Trustee shall be entitled
to rely on the latest written statement received from the Administrator as to
such addresses. The Trustee shall be under no duty to make any distributions
under the Plan unless and until it has received written instructions from the
Administrator satisfactory to the Trustee containing the name and address of the
distributee, the time when the distribution is to occur, and the form which the
distribution shall take.

      Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is unable
to make such distribution because the whereabouts of the distributee is unknown,
the Trustee shall notify the Administrator of such situation and thereafter the
Trustee shall be under no duty to make any further distributions to such
distributee until it receives further written instructions from the
Administrator.

      If the Administrator is unable after diligent attempts to locate a
Participant or Beneficiary who is entitled to a benefit under the Plan, the
benefit otherwise payable to such Participant or Beneficiary shall be forfeited
and applied as provided in Section 11.09. If a benefit is forfeited because the
Administrator determines that the Participant or Beneficiary cannot be found,
such benefit shall be reinstated by the Employer if a claim is filed by the
Participant or Beneficiary with the Administrator and the Administrator confirms
the claim to the Employer. Notwithstanding the above, forfeiture of a
Participant's or Beneficiary's benefit may occur only if a distribution could be
made to the Participant or Beneficiary without obtaining the Participant's or
Beneficiary's consent in accordance with the requirements of Section l.411(a)-11
of the Treasury Regulations.

ARTICLE 13. FORM OF DISTRIBUTION.

13.01. NORMAL FORM OF DISTRIBUTION UNDER PROFIT SHARING PLAN. Unless the Plan is
a money purchase pension plan subject to the requirements of Article 14, or a
Participant's Account is otherwise subject to the requirements of Section 14.03
or 14.04, distributions to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the
Participant (or the Participant's Beneficiary, if applicable) and provided by
the Employer in Section 1.19 of the Adoption Agreement, under a systematic
withdrawal plan (installments). A Participant (or the Participant's Beneficiary,
if applicable) who is receiving distribution under a systematic withdrawal plan
may elect to accelerate installment payments or to receive a lump sum
distribution of the remainder of his Account balance. Distribution may also be
made hereunder in any non-annuity form that is a protected benefit and is
provided by the Employer in Section 1.19(d) of the Adoption Agreement.

      Notwithstanding anything herein to the contrary, if a distribution to a
Participant commences on the Participant's Required Beginning Date as determined
under Subsection 2.01(ss), the Participant may elect to receive distributions
under a systematic withdrawal plan that provides the minimum distributions
required under Code Section 401(a)(9).

      Distributions shall be made in cash, except that distributions may be made
in Fund Shares of marketable securities (as defined in Code Section 731(c)(2)),
other than Fund Shares of Employer Stock, at the election of the Participant,
pursuant to the qualifying rollover of such distribution to a Fidelity
Investments(R) individual retirement account. A distribution may be made in the
form of Fund Shares of Employer Stock or an in-kind distribution of Plan
investments that are not marketable securities only if and to the extent
provided in Section 1.19(d) of the Adoption Agreement; provided, however, that
notwithstanding any other provision of the Plan to the contrary, the


                                       41
<PAGE>
right of a Participant to receive a distribution in the form of Fund Shares of
Employer Stock or an in-kind distribution of Plan investments that are not
marketable securities applies only to that portion of the Participant's Account
invested in such form at the time of distribution.

13.02. CASH OUT OF SMALL ACCOUNTS. Notwithstanding any other provision of the
Plan to the contrary, if a Participant's vested interest in his Account is
$5,000 (or such larger amount as may be specified in Code Section 417(e)(1)) or
less, the Participant's vested interest in his Account shall be distributed in a
lump sum as soon as practicable following the Participant's termination of
employment because of retirement, disability, death or other termination of
employment. For purposes of this Section, until final Treasury Regulations are
issued to the contrary, if either (a) a Participant has commenced distribution
of his Account under a systematic withdrawal plan or (b) his Account is subject
to the provisions of Section 14.04 and the Participant's Annuity Starting Date
has occurred with respect to amounts currently held in his Account, the
Participant's vested interest in his Account shall be deemed to exceed $5,000
(or such larger amount as may be specified in Code Section 417(e)(1) if the
Participant's vested interest in such amounts exceeded such dollar amount on the
Participant's Annuity Starting Date.

      Notwithstanding the provisions of this Section 13.02, the Employer may
determine not to cash out Participant Accounts in accordance with the foregoing
provisions, provided that such determination is uniform with respect to all
Participants and non-discriminatory.

13.03. MINIMUM DISTRIBUTIONS. This Section applies to distributions under a
systematic withdrawal plan that are made on or after a Participant's Required
Beginning Date or his date of death, if earlier. This Section shall be
interpreted and applied in accordance with the regulations under Code Section
401(a)(9), including the minimum distribution incidental benefit requirement of
Section 1.401(a)(9)-2 of the Proposed Treasury Regulations, or any successor
regulations of similar import.

      Distribution must be made in substantially equal annual, or more frequent,
installments, in cash, over a period certain which does not extend beyond the
life expectancy or joint life expectancies of the Participant and his
Beneficiary or, if the Participant dies prior to the commencement of
distributions from his Account, the life expectancy of the Participant's
Beneficiary. The amount to be distributed for each calendar year for which a
minimum distribution is required shall be at least an amount equal to the
quotient obtained by dividing the Participant's interest in his Account by the
life expectancy of the Participant or Beneficiary or the joint life and last
survivor expectancy of the Participant and his Beneficiary, whichever is
applicable. The amount to be distributed for each calendar year shall not be
less than an amount equal to the quotient obtained by dividing the Participant's
interest in his Account by the lesser of (a) the applicable life expectancy, or
(b) if a Participant's Beneficiary is not his spouse, the applicable divisor
determined under Section 1.401(a)(9)-2, Q&A 4 of the Proposed Treasury
Regulations, or any successor regulations of similar import. Distributions after
the death of the Participant shall be made using the applicable life expectancy
under (a) above, without regard to Section 1.401(a)(9)-2 of such regulations.
For purposes of this Section 13.03, life expectancy and joint life and last
survivor expectancy shall be computed by use of the expected return multiples in
Table V and VI of Section 1.72-9 of the Treasury Regulations.

      For purposes of this Section 13.03, the life expectancy of a Participant
or a Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant or the Participant's spouse irrevocably elects
otherwise prior to the time distributions are required to begin. If not
recalculated in accordance with the foregoing, life expectancy shall be
calculated using the attained age of the Participant or Beneficiary, whichever
is applicable, as of such individual's birth date in the first year for which a
minimum distribution is required reduced by one for each elapsed calendar year
since the date life expectancy was first calculated.

      If the Participant dies after distribution of his benefits has begun,
distributions to the Participant's Beneficiary shall be made at least as rapidly
as under the method of distribution being used as of the date of the
Participant's death.

      A Participant's interest in his Account for purposes of this Section 13.03
shall be determined as of the last valuation date in the calendar year
immediately preceding the calendar year for which a minimum distribution is
required, increased by the amount of any contributions allocated to, and
decreased by any distributions from, such Account after the valuation date. Any
distribution for the first year for which a minimum distribution is required
made after the close of such year shall be treated as if made prior to the close
of such year.


                                       42
<PAGE>
      The Administrator shall notify the Trustee in writing whenever a
distribution is necessary in order to comply with the minimum distribution rules
set forth in this Section 13.03.

13.04. DIRECT ROLLOVERS. Notwithstanding any other provision of the Plan to the
contrary, a "distributee" may elect, at the time and in the manner prescribed by
the Administrator, to have any portion or all of an "eligible rollover
distribution" paid directly to an "eligible retirement plan" specified by the
"distributee" in a direct rollover; provided, however, that this provision shall
not apply if the total "eligible rollover distribution" that the "distributee"
is reasonably expected to receive for the calendar year is less than $200 and
that a "distributee" may not elect a direct rollover with respect to a portion
of an "eligible rollover distribution" if such portion totals less than $500.
For purposes of this Section 13.04, the following definitions shall apply:

      (a) "Distributee" means a Participant , the Participant's surviving
      spouse, and the Participant's spouse or former spouse who is the alternate
      payee under a qualified domestic relations order, who is entitled to
      receive a distribution from the Participant's vested interest in his
      Account.

      (b) "Eligible retirement plan" means an individual retirement account
      described in Code Section 408(a), an individual retirement annuity
      described in Code Section 408(b), an annuity plan described in Code
      Section 403(a), or a qualified trust described in Code Section 401(a),
      that accepts "eligible rollover distributions". However, in the case of an
      "eligible rollover distribution" to a surviving spouse, an "eligible
      retirement plan" means an individual retirement account or individual
      retirement annuity.

      (c) "Eligible rollover distribution" means any distribution of all or any
      portion of the balance to the credit of the "distributee", except that an
      "eligible rollover distribution" does not include the following:

            (1) any distribution that is one of a series of substantially equal
            periodic payments (not less frequently than annually) made for the
            life (or life expectancy) of the "distributee" or the joint lives
            (or joint life expectancies) of the "distributee" and the
            "distributee's" designated beneficiary, or for a specified period of
            ten years or more;

            (2) any distribution to the extent such distribution is required
            under Code Section 401(a)(9);

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

            (4) any hardship withdrawal of Deferral Contributions made in
            accordance with the provisions of Section 10.05 or the Protected
            In-Service Withdrawals Addendum to the Adoption Agreement.

13.05. NOTICE REGARDING TIMING AND FORM OF DISTRIBUTION. Within the period
beginning 90 days before a Participant's Annuity Starting Date and ending 30
days before such date, the Administrator shall provide such Participant with
written notice containing a general description of the material features and an
explanation of the relative values of the forms of benefit available under the
Plan and informing the Participant of his right to defer receipt of the
distribution until his Required Beginning Date and his right to make a direct
rollover.

      Distribution may commence fewer than 30 days after such notice is given,
provided that:

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

      (b) the Participant, after receiving the notice, affirmatively elects a
      distribution, with his spouse's written consent, if necessary;

      (c) if the Participant's Account is subject to the requirements of Section
      14.04, the following additional requirements apply:


                                       43
<PAGE>
            (1) the Participant is permitted to revoke his affirmative
            distribution election at any time prior to the later of (A) his
            Annuity Starting Date or (B) the expiration of the seven-day period
            beginning the day after such notice is provided to him; and

            (2) distribution does not begin to such Participant until such
            revocation period ends.

13.06. DETERMINATION OF METHOD OF DISTRIBUTION. Subject to Section 13.02, the
Participant shall determine the method of distribution of benefits to himself
and may determine the method of distribution to his Beneficiary. Such
determination shall be made prior to the time benefits become payable under the
Plan. If the Participant does not determine the method of distribution to his
Beneficiary or if the Participant permits his Beneficiary to override his
determination, the Beneficiary, in the event of the Participant's death, shall
determine the method of distribution of benefits to himself as if he were the
Participant. A determination by the Beneficiary must be made no later than the
close of the calendar year in which distribution would be required to begin
under Section 12.05 or, if earlier, the close of the calendar year in which the
fifth anniversary of the death of the Participant occurs.

13.07. NOTICE TO TRUSTEE. The Administrator shall notify the Trustee in any
medium acceptable to the Trustee, which may be specified in the Service
Agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator's notice shall indicate the form of
payment of benefits that such Participant or Beneficiary shall receive, (in the
case of distributions to a Participant) the name of any designated Beneficiary
or Beneficiaries, and such other information as the Trustee shall require.

ARTICLE 14. SUPERSEDING ANNUITY DISTRIBUTION PROVISIONS.

14.01. SPECIAL DEFINITIONS. For purposes of this Article, the following special
definitions shall apply:

      (a) "QUALIFIED JOINT AND SURVIVOR ANNUITY" means (1) if the Participant is
      not married on his Annuity Starting Date, an immediate annuity payable for
      the life of the Participant or (2) if the Participant is married on his
      Annuity Starting Date, an immediate annuity for the life of the
      Participant with a survivor annuity for the life of the Participant's
      spouse (to whom the Participant was married on the Annuity Starting Date)
      which is equal to at least 50 percent of the amount of the annuity which
      is payable during the joint lives of the Participant and such spouse,
      provided that the survivor annuity shall not be payable to a Participant's
      spouse if such spouse is not the same spouse to whom the Participant was
      married on his Annuity Starting Date.

      (b) "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" means an annuity purchased
      with at least 50 percent of a Participant's vested interest in his Account
      that is payable for the life of a Participant's surviving spouse. The
      Employer shall specify that portion of a Participant's vested interest in
      his Account that is to be used to purchase the "qualified preretirement
      survivor annuity" in Section 1.19 of the Adoption Agreement.

14.02. APPLICABILITY. The provisions of this Article shall apply to a
Participant's Account if:

      (a) the Plan is a money purchase pension plan;

      (b) the Plan is an amendment and restatement of a plan that provided an
      annuity form of payment and such form of payment has not been eliminated
      pursuant to Subsection 1.19(e) and the Forms of Payment Addendum to the
      Adoption Agreement;

      (c) the Participant's Account contains assets attributable to amounts
      directly or indirectly transferred from a plan that provided an annuity
      form of payment and such form of payment has not been eliminated pursuant
      to Subsection 1.19(e) and the Forms of Payment Addendum to the Adoption
      Agreement.

14.03. ANNUITY FORM OF PAYMENT. To the extent provided in Section 1.19 of the
Adoption Agreement, a Participant may elect distributions made in whole or in
part in the form of an annuity contract. Any annuity contract


                                       44
<PAGE>
distributed under the Plan shall be subject to the provisions of this Section
14.03 and, to the extent provided therein, Sections 14.04 through 14.09.

      (a) At the direction of the Administrator, the Trustee shall purchase the
      annuity contract on behalf of a Participant or Beneficiary from an
      insurance company. Such annuity contract shall be nontransferable.

      (b) The terms of the annuity contract shall comply with the requirements
      of the Plan and distributions under such contract shall be made in
      accordance with Code Section 401(a)(9) and the regulations thereunder.

      (c) The annuity contract may provide for payment over the life of the
      Participant and, upon the death of the Participant, may provide a survivor
      annuity continuing for the life of the Participant's designated
      Beneficiary. Such an annuity may provide for an annuity certain feature
      for a period not exceeding the life expectancy of the Participant or, if
      the annuity is payable to the Participant and a designated Beneficiary,
      the joint life and last survivor expectancy of the Participant and such
      Beneficiary. If the Participant dies prior to his Annuity Starting Date,
      the annuity contract distributed to the Participant's Beneficiary may
      provide for payment over the life of the Beneficiary, and may provide for
      an annuity certain feature for a period not exceeding the life expectancy
      of the Beneficiary. The types of annuity contracts provided under the Plan
      shall be limited to the types of annuities described in Section 1.19 and
      the Forms of Payment Addendum to the Adoption Agreement.

      (d) The annuity contract must provide for nonincreasing payments.

14.04. "QUALIFIED JOINT AND SURVIVOR ANNUITY" AND "QUALIFIED PRERETIREMENT
SURVIVOR ANNUITY" REQUIREMENTS. The requirements of this Section 14.04 apply to
a Participant's Account if:

      (a) the Plan is a money purchase pension plan;

      (b) the Plan is a profit sharing plan and the Employer has selected
      distribution in the form of a life annuity as the normal form of
      distribution with respect to such Participant's Account in Subsection
      1.19(c)(2)(B) of the Adoption Agreement; or

      (c) the Plan is a profit sharing plan and the Employer has specified
      distribution in the form of ,a life annuity as the normal form of
      distribution in Subsection (c)(2)(B) of the Forms of Payment Addendum to
      the Adoption Agreement and the Participant's Annuity Starting Date occurs
      prior to the date specified in Subsection (c)(4) of the Forms of Payment
      Addendum to the Adoption Agreement;

      (d) the Participant is permitted to elect and has elected distribution in
      the form of an annuity contract payable over the life of the Participant.

If a Participant's Account is subject to the requirements of this Section 14.04,
distribution shall be made to the Participant in the form of a "qualified joint
and survivor annuity" (with a survivor annuity in the percentage amount
specified by the Employer in Subsection 1.19 of the Adoption Agreement), unless
the Participant waives the "qualified joint and survivor annuity" as provided in
Section 14.05. If the Participant dies prior to his Annuity Starting Date,
distribution shall be made to the Participant's surviving spouse, if any, in the
form of a "qualified preretirement survivor annuity", unless the Participant
waives the "qualified preretirement survivor annuity" as provided in Section
14.05, or the Participant's surviving spouse elects in writing to receive
distribution in one of the other forms of payment provided under the Plan. If
the Employer has specified in Section 1.19 of the Adoption Agreement that less
than 100 percent of a Participant's Account shall be used to purchase the
"qualified preretirement survivor annuity", distribution of the balance of the
Participant's vested interest in his Account that is not used to purchase the
"qualified preretirement survivor annuity" shall be distributed to the
Participant's designated Beneficiary in accordance with the provisions of
Sections 11.04 and 12.05.

14.05. WAIVER OF THE "QUALIFIED JOINT AND SURVIVOR ANNUITY" AND/OR "QUALIFIED
PRERETIREMENT SURVIVOR ANNUITY" RIGHTS. A Participant may waive the "qualified
joint and survivor annuity" described in Section 14.04


                                       45
<PAGE>
and elect another form of distribution permitted under the Plan at any time
during the 90-day period ending on his Annuity Starting Date; provided, however,
that if the Participant is married, his spouse must consent in writing to such
election as provided in Section 14.06. Spousal consent is not required if the
Participant elects distribution in the form of a different "qualified joint and
survivor annuity".

      A Participant may waive the "qualified preretirement survivor annuity" and
designate a non-spouse Beneficiary at any time during the "applicable election
period"; provided, however, that the Participant's spouse must consent in
writing to such election as provided in Section 14.06. The "applicable election
period" begins on the later of (1) the date the Participant's Account becomes
subject to the requirements of Section 14.04 or (2) the first day of the Plan
Year in which the Participant attains age 35 or, if he terminates employment
prior to such date, the date he terminates employment with the Employer and all
Related Employers. The "applicable election period" ends on the earlier of the
Participant's Annuity Starting Date or the date of the Participant's death. A
Participant whose employment has not terminated may elect to waive the
"qualified preretirement survivor annuity" prior to the Plan Year in which he
attains age 35, provided that any such waiver shall cease to be effective as of
the first day of the Plan Year in which the Participant attains age 35.

      If the Employer has specified in Section 1.19 of the Adoption Agreement
that less than 100 percent of a Participant's Account shall be used to purchase
the "qualified preretirement survivor annuity", the Participant may designate a
non- spouse Beneficiary for the balance of the Participant's vested interest in
his Account that is not used to purchase the "qualified preretirement survivor
annuity". Such designation shall not be subject to the spousal consent
requirements of Section 14.06.

14.06. SPOUSE'S CONSENT TO WAIVER. A spouse's written consent to a Participant's
waiver of the "qualified joint and survivor annuity" or "qualified preretirement
survivor annuity" forms of distribution must acknowledge the effect of the
Participant's election and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (a) specify
the form of distribution elected instead of the "qualified joint and survivor
annuity", if applicable, and that such form may not be changed (except to a
"qualified joint and survivor annuity") without written spousal consent and
specify any non-spouse Beneficiary designated by the Participant, if applicable,
and that such designation may not be changed without written spousal consent or
(b) acknowledge that the spouse has the right to limit consent as provided in
clause (a) above, but permit the Participant to change the form of distribution
elected or the designated Beneficiary without the spouse's further consent.

      A Participant's spouse shall be deemed to have given written consent to a
Participant's waiver if the Participant establishes to the satisfaction of a
Plan representative that spousal consent cannot be obtained because the spouse
cannot be located or because of other circumstances set forth in Code Section
401(a)(11) and Treasury Regulations issued thereunder.

      Any written consent given or deemed to have been given by a Participant's
spouse hereunder shall be irrevocable and shall be effective only with respect
to such spouse and not with respect to any subsequent spouse.

      A spouse's consent to a Participant's waiver shall be valid only if the
applicable notice described in Section 14.07 or 14.08 has been provided to the
Participant.

14.07. NOTICE REGARDING "QUALIFIED JOINT AND SURVIVOR ANNUITY". The notice
provided to a Participant under Section 14.05 shall include a written
explanation of (a) the terms and conditions of the "qualified joint and survivor
annuity" provided herein, (b) the Participant's right to make, and the effect
of, an election to waive the "qualified joint and survivor annuity", (c) the
rights of the Participant's spouse under Section 14.06, and (d) the
Participant's right to revoke an election to waive the "qualified joint and
survivor annuity" prior to his Annuity Starting Date.

14.08. NOTICE REGARDING "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY". If a
Participant's Account is subject to the requirements of Section 14.04, the
Administrator shall provide the Participant with a written explanation of the
"qualified preretirement survivor annuity" comparable to the written explanation
provided with respect to the "qualified joint and survivor annuity", as
described in Section 14.07. Such explanation shall be furnished within whichever
of the following periods ends last:


                                       46
<PAGE>
      (a) the period beginning with the first day of the Plan Year in which the
      Participant reaches age 32 and ending with the end of the Plan Year
      preceding the Plan Year in which he reaches age 35;

      (b) a reasonable period ending after the Employee becomes an Active
      Participant;

      (c) a reasonable period ending after Section 14.04 first becomes
      applicable to the Participant's Account; or

      (d) in the case of a Participant who separates from service before age 35,
      a reasonable period ending after such separation from service.

      For purposes of the preceding sentence, the two-year period beginning one
year prior to the date of the event described in Subsection 14.08(b), (c) or (d)
above, whichever is applicable, and ending one year after such date shall be
considered reasonable, provided, that in the case of a Participant who separates
from service under Subsection 14.08(d) above and subsequently recommences
employment with the Employer, the applicable period for such Participant shall
be redetermined in accordance with this Section 14.08.

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

ARTICLE 15. TOP-HEAVY PROVISIONS.

15.01. DEFINITIONS. For purposes of this Article, the following special
definitions shall apply:

      (a) "Determination date" means, 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, "determination date" means the last day of that Plan
      Year.

      (b) "DETERMINATION PERIOD" MEANS THE Plan Year containing the
      "determination date" and the four preceding Plan Years.

      (c) "KEY EMPLOYEE" means any Employee or former Employee (and the
      Beneficiary of any such Employee) who at any time during the
      "determination period" was (1) an officer of the Employer or a Related
      Employer whose annual Compensation exceeds 50 percent of the dollar
      limitation under Code Section 415(b)(1)(A), (2) one of the ten Employees
      whose annual Compensation from the Employer or a Related Employer exceeds
      the dollar limitation under Code Section 415(c)(1)(A) and who owns (or is
      considered as owning under Code Section 318) one of the largest interests
      in the Employer and all Related Employers, (3) a five percent owner of the
      Employer and all Related Employers, or (4) a one percent owner of the
      Employer and all Related Employers whose annual Compensation exceeds
      $150,000. The determination of who is a "key employee" shall be made in
      accordance with Code Section 416(i)(1) and regulations issued thereunder.

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

      (e) "REQUIRED AGGREGATION GROUP" means:

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


                                       47
<PAGE>
            (2) any other qualified plan of the Employer or Related Employer
            which enables a plan described in Subsection 15.01(e)(1) above to
            meet the requirements of Code Section 401(a)(4) or 410.

      (f) "TOP-HEAVY PLAN" means a plan in which any of the following conditions
      exists:

            (1) the "top-heavy ratio" for the plan exceeds 60 percent and the
            Plan is not part of any "required aggregation group" or "permissive
            aggregation group";

            (2) the plan is a part of a "required aggregation group" but not
            part of a "permissive aggregation group" and the "top-heavy ratio"
            for the "required aggregation group" exceeds 60 percent; or

            (3) the plan is a part of a "required aggregation group" and a
            "permissive aggregation group" and the "top-heavy ratio" for both
            groups exceeds 60 percent.

      (g) "TOP-HEAVY RATIO" means:

            (1) With respect to the Plan, or with respect to any "required
            aggregation group" or "permissive aggregation group" that consists
            solely of defined contribution plans (including any simplified
            employee pension, as defined in Code Section 408(k)), a fraction,
            the numerator of which is the sum of the account balances of all
            "key employees" under the plans as of the "determination date"
            (including any part of any account balance distributed during the
            five-year period ending on the "determination date"), and the
            denominator of which is the sum of all account balances (including
            any part of any account balance distributed during the five-year
            period ending on the "determination date") of all participants under
            the plans as of the "determination date". Both the numerator and
            denominator of the "top-heavy ratio" shall be increased, to the
            extent required by Code Section 416, to reflect any contribution
            which is due but unpaid as of the "determination date".

            (2) With respect to any "required aggregation group" or "permissive
            aggregation group" that includes one or more defined benefit plans
            which, during the five-year period ending on the "determination
            date", has covered or could cover an Active Participant in the Plan,
            a fraction, the numerator of which is the sum of the account
            balances under the defined contribution plans for all "key
            employees" and the present value of accrued benefits under the
            defined benefit plans for all "key employees", and the denominator
            of which is the sum of the account balances under the defined
            contribution plans for all participants and the present value of
            accrued benefits under the defined benefit plans for all
            participants. Both the numerator and denominator of the "top-heavy
            ratio" shall be increased for any distribution of an account balance
            or an accrued benefit made during the five-year period ending on the
            "determination date" and any contribution due but unpaid as of the
            "determination date".

            For purposes of Subsections 15.01(g)(1) and (2) above, the value of
      accounts and the present value of accrued benefits shall be determined as
      of the most recent "determination date", except as provided in Code
      Section 416 and the regulations issued thereunder for the first and second
      plan years of a defined benefit plan. When aggregating plans, the value of
      accounts and accrued benefits shall be calculated with reference to the
      "determination dates" that fall within the same calendar year. The present
      value of accrued benefits shall be determined using the interest rate and
      mortality table specified in Subsection 1.21(b) of the Adoption Agreement.

            The accounts and accrued benefits of a Participant who is not a "key
      employee" but who was a "key employee" in a prior year, or who has not
      performed services for the Employer or any Related Employer at any time
      during the five-year period ending on the "determination date", shall be
      disregarded. The calculation of the "top-heavy ratio", and the extent to
      which distributions, rollovers, and transfers are taken into account,
      shall be made in accordance with Code Section 416 and the regulations
      issued


                                       48
<PAGE>
      thereunder. Deductible employee contributions shall not be taken into
      account for purposes of computing the "top-heavy ratio".

            For purposes of determining if the Plan, or any other plan included
      in a "required aggregation group" of which the Plan is a part, is a
      "top-heavy plan", the accrued benefit in a defined benefit plan of an
      Employee other than a "key employee" shall be determined under the method,
      if any, that uniformly applies for accrual purposes under all plans
      maintained by the Employer or a Related Employer, or, if there is no such
      method, as if such benefit accrued not more rapidly than the slowest
      accrual rate permitted under the fractional accrual rate of Code Section
      411(b)(1)(C)

15.02. APPLICATION. If the Plan is or becomes a "top-heavy plan" in any Plan
Year or is automatically deemed to be a "top-heavy plan" in accordance with the
Employer's selection in Subsection 1.21(a)(1) of the Adoption Agreement, the
provisions of this Article shall apply and shall supersede any conflicting
provision in the Plan.

15.03. MINIMUM CONTRIBUTION. Except as otherwise specifically provided in this
Section 15.03, the Nonelective Employer Contributions made for the Plan Year on
behalf of any Active Participant who is not a "key employee" shall not be less
than the lesser of three percent (or such other percentage selected by the
Employer in Subsection 1.21(c) of the Adoption Agreement) of such Participant's
Compensation for the Plan Year or, in the case where neither the Employer nor
any Related Employer maintains a defined benefit plan which uses the Plan to
satisfy Code Section 401(a)(4) or 410, the largest percentage of Employer
contributions made on behalf of any "key employee" for the Plan Year, expressed
as a percentage of the "key employee's" Compensation for the Plan Year, unless
the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that
the minimum contribution requirement shall be met under the other plan or plans
of the Employer.

      The minimum contribution required under this Section 15.03 shall be made
to the Account of an Active Participant even though, under other Plan
provisions, the Active Participant would not otherwise be entitled to receive a
contribution, or would have received a lesser contribution for the Plan Year,
because (a) the Active Participant failed to complete the Hours of Service
requirement selected by the Employer in Subsection 1.10(d) or 1.11(c) of the
Adoption Agreement, or (b) the Participant's Compensation was less than a stated
amount; provided, however, that no minimum contribution shall be made for a Plan
Year to the Account of an Active Participant who is not employed by the Employer
or a Related Employer on the last day of the Plan Year.

      The minimum contribution for the Plan Year made on behalf of each Active
Participant who is not a "key employee" and who is a participant in a defined
benefit plan maintained by the Employer or a Related Employer shall not be less
than five percent of such Participant's Compensation for the Plan Year, unless
the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that
the minimum contribution requirement shall be met under the other plan or plans
of the Employer.

      That portion of a Participant's Account that is attributable to minimum
contributions required under this Section 1S.03, to the extent required to be
nonforfeitable under Code Section 416(b), may not be forfeited under Code
Section 411(a)(3)(B).

      Notwithstanding any other provision of the Plan to the contrary, for
purposes of this Article, Compensation shall include amounts that are not
includable in the gross income of the Participant under a salary reduction
agreement by reason of the application of Code Section 125, 132(f)(4),
402(e)(3), 402(h), or 403(b). Compensation shall generally be based on the
amount actually paid to the Eligible Employee during the Plan Year or during
that portion of the Plan Year during which the Eligible Employee is an Active
Participant, as elected by the Employer in Subsection 1.O5(c) of the Adoption
Agreement.

15.04. MODIFICATION OF ALLOCATION PROVISIONS TO MEET MINIMUM CONTRIBUTION
REQUIREMENTS. If the Employer elected a discretionary Nonelective Employer
Contribution in Subsection 1.11(b) of the Adoption Agreement, the provisions for
allocating Nonelective Employer Contributions described in Subsection 5.10(b)
shall be modified as provided herein to meet the minimum contribution
requirements of Section 15.03.


                                       49
<PAGE>
      (a) If the Employer selected the non-integrated formula in Subsection
      1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions
      shall be allocated as follows:

            (1) Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 1S.04,
            who is not a "key employee" in the same ratio that the eligible
            Active Participant's Compensation for the Plan Year bears to the
            total Compensation of all such eligible Active Participants for the
            Plan Year; provided, however that such ratio shall not exceed three
            percent of a Participant's Compensation for the Plan Year (or such
            other percentage selected by the Employer in Subsection 1.21(c) of
            the Adoption Agreement)

            (2) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(a)(1) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 1S.04,
            who is a "key employee" in the same ratio that the eligible Active
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such eligible Active Participants for the Plan
            Year; provided, however that such ratio shall not exceed three
            percent of a Participant's Compensation for the Plan Year (or such
            other percentage selected by the Employer in Subsection 1.21(c) of
            the Adoption Agreement).

            (3) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(a)(2) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            in the same ratio that the eligible Active Participant's
            Compensation for the Plan Year bears to the total Compensation of
            all such eligible Active Participants for the Plan Year.

      (b) If the Employer selected the integrated formula in Subsection
      1.11(b)(2) of the Adoption Agreement, the "permitted disparity limit", as
      defined in Subsection 1.11(b)(2) of the Adoption Agreement, shall be
      reduced by the percentage allocated under Subsection 1S.04(b)(1) or (2)
      below, and the allocation steps in Subsection 5.10(b)(2) shall be preceded
      by the following steps:

            (1) Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 1S.04,
            who is not a "key employee" in the same ratio that the eligible
            Active Participant's Compensation for the Plan Year bears to the
            total Compensation of all such eligible Active Participants for the
            Plan Year; provided, however that such ratio shall not exceed three
            percent of a Participant's Compensation for the Plan Year (or such
            other percentage selected by the Employer in Subsection 1.21(c) of
            the Adoption Agreement)

            (2) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(b)(1) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is a "key employee" in the same ratio that the eligible Active
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such eligible Active Participants for the Plan
            Year; provided, however that such ratio shall not exceed three
            percent of a Participant's Compensation for the Plan Year (or such
            other percentage selected by the Employer in Subsection 1.21(c) of
            the Adoption Agreement).

            (3) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(b)(2) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant in the same ratio that the eligible
            Active Participant's Excess Compensation for the Plan Year bears to
            the total Excess Compensation of all eligible Participants for the
            Plan Year; provided, however, that such ratio shall not exceed three
            percent (or such other percentage selected by the Employer in
            Subsection 1.21(c) of the Adoption Agreement)

15.05. ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS. For
Limitation Years beginning prior to January 1, 2000, if the Plan is a "top-heavy
plan", the number 100 shall be substituted for the number 125 in determining the
"defined benefit fraction",


                                       50
<PAGE>
as defined in Subsection 6.01(f) and the "defined contribution fraction", as
defined in Subsection 6.01(g). However, this substitution shall not take effect
with respect to the Plan in any Plan Year in which the following requirements
are satisfied:

      (a) The Employer contributions for such Plan Year made on behalf of each
      eligible Active Participant, as determined under Section 15.03, who is not
      a "key employee" and who is a participant in a defined benefit plan
      maintained by the Employer or a Related Employer is not less than 7 1/2
      percent of such eligible Active Participant's Compensation.

      (b) The "top-heavy ratio" for the Plan (or the "required aggregation
      group" or "permissible aggregation group", as applicable) does not exceed
      90 percent.

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

15.06. ACCELERATED VESTING. For any Plan Year in which the Plan is or is deemed
to be a "top-heavy plan" and all Plan Years thereafter, the top-heavy vesting
schedule selected by the Employer in Subsection 1.21(d). of the Adoption
Agreement shall automatically apply to the Plan. The top-heavy vesting schedule
applies to all benefits within the meaning of Code Section 411(a)(7) except
those already subject to a vesting schedule which vests at least as rapidly in
all cases as the schedule elected in Subsection 1.21(d) of the Adoption
Agreement, including benefits accrued before the Plan becomes a "top-heavy
plan". Notwithstanding the foregoing provisions of this Section 15.06, the
top-heavy vesting schedule does not apply to the Account of any Participant who
does not have an Hour of Service after the Plan initially becomes or is deemed
to have become a "top-heavy plan" and such Employee's Account attributable to
Employer Contributions shall be determined without regard to this Section 15.06.

15.07. EXCLUSION OF COLLECTIVELY-BARGAINED EMPLOYEES. Notwithstanding any other
provision of this Article 15, Employees who are included in a unit covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers shall not
be included in determining whether or not the Plan is a "top-heavy plan". In
addition, such Employees shall not be entitled to a minimum contribution under
Section 15.03 or accelerated vesting under Section 15.06, unless otherwise
provided in the collective bargaining agreement.

ARTICLE 16. AMENDMENT AND TERMINATION.

16.01. AMENDMENTS BY THE EMPLOYER THAT DO NOT AFFECT PROTOTYPE STATUS. The
Employer reserves the authority through a board of directors' resolution or
similar action, subject to the provisions of Article 1 and Section 16.04, to
amend the Plan as provided herein, and such amendment shall not affect the
status of the Plan as a prototype plan.

      (a) The Employer may amend the Adoption Agreement to make a change or
      changes in the provisions previously elected by it. Such amendment may be
      made either by (1) completing an amended Adoption Agreement on which the
      Employer has indicated the change or changes, or (2) adopting an
      amendment, executed by the Employer only, in the form provided by the
      Prototype Sponsor, that provides replacement pages to be inserted into the
      Adoption Agreement, which pages include the change or changes. Any such
      amendment must be filed with the Trustee.

      (b) The Employer may make a separate amendment to the Plan as necessary to
      satisfy Code Section 415 or 416 because of the required aggregation of
      multiple plans by completely overriding the Basic Plan Document
      provisions.

      (c) The Employer may adopt certain model amendments published by the
      Internal Revenue Service which specifically provide that their adoption
      shall not cause the Plan to be treated as an individually designed plan.

16.02. AMENDMENTS BY THE EMPLOYER THAT AFFECT PROTOTYPE STATUS. The Employer
reserves the authority through a board of directors' resolution or similar
action, subject to the provisions of Section 16.04, to amend the


                                       51
<PAGE>
Plan in a manner other than that provided in Section 16.01. However, upon making
such amendment, including, if the Plan is a money purchase pension plan, a
waiver of the minimum funding requirement under Code Section 412(d), the
Employer may no longer participate in this prototype plan arrangement and shall
be deemed to have an individually designed plan. Following such amendment, the
Trustee may transfer the assets of the Trust to the trust forming part of such
newly adopted plan upon receipt of sufficient evidence (such as a determination
letter or opinion letter from the Internal Revenue Service or an opinion of
counsel satisfactory to the Trustee) that such trust shall be a qualified trust
under the Code.

16.03. AMENDMENT BY THE MASS SUBMITTER SPONSOR AND THE PROTOTYPE SPONSOR. The
Mass Submitter Sponsor may in its discretion amend the mass submitter prototype
plan at any time, subject to the provisions of Article 1 and Section 16.04, and
provided that the Mass Submitter Sponsor mails a copy of such amendment to each
Prototype Sponsor that maintains the prototype plan or a minor modifier of the
prototype plan. Each Prototype Sponsor shall provide a copy of such amendment to
each Employer adopting its prototype plan at the Employer's last known address
as shown on the books maintained by the Prototype Sponsor or its affiliates.

      The Prototype Sponsor may, in its discretion, amend the Plan or the
Adoption Agreement, subject to the provisions of Article 1 and Section 16.04,
and provided that such amendment does not change the Plan's status as a word for
word adoption of the mass submitter prototype plan or a minor modifier of the
mass submitter prototype plan, unless such Prototype Sponsor elects no longer to
be a sponsoring organization with respect to the mass submitter prototype plan.
The Prototype Sponsor shall provide a copy of such amendment to each Employer
adopting its prototype plan at the Employer's last known address as shown on the
books maintained by the Prototype Sponsor or its affiliates.

16.04. AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS. Except as permitted
by Section 16.05, Section 1.19(e) and the Forms of Payment Addendum to the
Adoption Agreement, and/or Code Section 411(d)(6) and regulations issued
thereunder, no amendment to the Plan shall be effective to the extent that it
has the effect of decreasing a Participant's Account or eliminating an optional
form of benefit with respect to benefits attributable to service before the
amendment. Furthermore, if the vesting schedule of the Plan is amended, the
nonforfeitable interest of a Participant in his Account, determined as of the
later of the date the amendment is adopted or the date it becomes effective,
shall not be less than the Participant's nonforfeitable interest in his Account
determined without regard to such amendment.

      If the Plan is a money purchase pension plan, no amendment to the Plan
that provides for a significant reduction in contributions to the Plan shall be
made unless notice has been furnished to Participants and alternate payees under
a qualified domestic relations order as provided in ERISA Section 204(h).

      If the Plan's vesting schedule is amended because of a change to
"top-heavy plan" status, as described in Subsection 15.01(f), the accelerated
vesting provisions of Section 15.06 shall continue to apply for all Plan Years
thereafter, regardless of whether the Plan is a "top-heavy plan" for such Plan
Year.

      If the Plan's vesting schedule is amended and an Employee's vested
interest, as calculated by using the amended vesting schedule, is less in any
year than the Employee's vested interest calculated under the Plan's vesting
schedule immediately prior to the amendment, the amended vesting schedule shall
apply only to Employees hired on or after the effective date of the change in
vesting schedule.

16.05. RETROACTIVE AMENDMENTS MADE BY MASS SUBMITTER OR PROTOTYPE SPONSOR. An
amendment made by the Mass Submitter Sponsor or Prototype Sponsor in accordance
with Section 16.03 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if, in published guidance, the Internal Revenue
Service either permits or requires such an amendment to be made to enable the
Plan and Trust to satisfy the applicable requirements of the Code and all
requirements for the retroactive amendment are satisfied.

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


                                       52
<PAGE>
16.07. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination or partial
termination of the Plan or complete discontinuance of contributions thereunder,
each Participant (including a terminated Participant with respect to amounts not
previously forfeited by him) who is affected by such termination or partial
termination or discontinuance shall have a vested interest in his Account of 100
percent. Subject to Section 12.01 and Article 14, upon receipt of written
instructions from the Administrator, the Trustee shall distribute to each
Participant or other person entitled to distribution the balance of the
Participant's Account in a single lump sum payment. In the absence of such
instructions, the Trustee shall notify the Administrator of such situation and
the Trustee shall be under no duty to make any distributions under the Plan
until it receives written instructions from the Administrator. Upon the
completion of such distributions, the Trust shall terminate, the Trustee shall
be relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable law.

      If distribution is to be made to a Participant or Beneficiary who cannot
be located, the Administrator shall give written instructions to the Trustee to
(a) escheat the distributable amount to the State or Commonwealth of the
distributee's last known address or (b) draw a check in the distributable amount
and mail it to the distributee's last known address. In the absence of such
instructions, the Trustee shall make distribution to the distributee by drawing
a check in the distributable amount and mailing it to the distributee's last
known address.

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

ARTICLE 17. AMENDMENT AND CONTINUATION OF PRIOR PLAN; TRANSFER OF FUNDS TO OR
FROM OTHER QUALIFIED PLANS.

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

      (a) Subject to the provisions of the Plan, each individual who was a
      Participant in the prior plan immediately prior to the effective date of
      such amendment and restatement shall become a Participant in the Plan.

      (b) Except as provided in Section 16.04, no election may be made under the
      vesting provisions of the Adoption Agreement if such election would reduce
      the benefits of a Participant under the Plan to less than the benefits to
      which he would have been entitled if he voluntarily separated from the
      service of the Employer immediately prior to such amendment and
      restatement.

      (c) No amendment to the Plan shall decrease a Participant's accrued
      benefit or eliminate an optional form of benefit, except as permitted
      under Section 1.19(e) and the Forms of Payment Addendum to the Adoption
      Agreement.

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

      (e) Amounts being paid to an Inactive Participant or to a Beneficiary in
      accordance with the provisions of the prior plan shall continue to be paid
      in accordance with such provisions.

      (f) Any election and waiver of the "qualified preretirement survivor
      annuity", as defined in Section 14.01, in effect after August 23, 1984,
      under the prior plan immediately before such amendment and


                                       53
<PAGE>
      restatement shall be deemed a valid election and waiver of Beneficiary
      under Section 14.04 if such designation satisfies the requirements of
      Sections 14.05 and 14.06, unless and until the Participant revokes such
      election and waiver under the Plan.

      (g) Unless the Employer and the Trustee agree otherwise, all assets of the
      predecessor trust shall be deemed to be assets of the Trust as of the
      effective date of such amendment. Such assets shall be invested by the
      Trustee as soon as reasonably practicable pursuant to Article 8. The
      Employer agrees to assist the Trustee in any way requested by the Trustee
      in order to facilitate the transfer of assets from the predecessor trust
      to the Trust Fund.

17.02. TRANSFER OF FUNDS FROM AN EXISTING PLAN. The Employer may from time to
time direct the Trustee, in accordance with such rules as the Trustee may
establish, to accept cash, allowable Fund Shares or participant loan promissory
notes transferred for the benefit of Participants from a trust forming part of
another qualified plan under the Code, provided such plan is a defined
contribution plan. Such transferred assets shall become assets of the Trust as
of the date they are received by the Trustee. Such transferred assets shall be
credited to Participants' Accounts in accordance with their respective interests
immediately upon receipt by the Trustee. A Participant's interest under the Plan
in transferred assets which were fully vested and nonforfeitable under the
transferring plan or which were transferred to the Plan in a manner intended to
satisfy the requirements of subsection (b) of this Section 17.02 shall be fully
vested and nonforfeitable at all times. A Participant's interest under the Plan
in transferred assets which were transferred to the Plan in a manner intended to
satisfy the requirements of subsection (a) of this Section 17.02 shall be
determined in accordance with the terms of the Plan unless the transferor plan's
vesting schedule is more favorable. Such transferred assets shall be invested by
the Trustee in accordance with the provisions of Subsection 17.01(g) as if such
assets were transferred from a prior plan. Except as otherwise provided below,
no transfer of assets in accordance with this Section 17.02 may cause a loss of
an accrued or optional form of benefit protected by Code Section 411(d)(6)

      Effective for transfers made on or after January 1, 2002, the terms of the
Plan as in effect at the time of the transfer shall apply to the amounts
transferred regardless of whether such application would have the effect of
eliminating or reducing an optional form of benefit protected by Code Section
411(d)(6) which was previously available with respect to any amount transferred
to the Plan pursuant to this Section 17.02, provided that such transfer
satisfies the requirements set forth in either (a) or (b)

      (a) (1) The transfer is conditioned upon a voluntary, fully informed
      election by the Participant to transfer his entire account balance to the
      Plan. As an alternative to the transfer, the Participant is offered the
      opportunity to retain the form of benefit previously available to him (or,
      if the transferor plan is terminated, to receive any optional form of
      benefit for which the participant is eligible under the transferor plan as
      required by Code Section 411(d)(6));

            (2) If the defined contribution plan from which the transfer is made
            is a money purchase pension plan, the Plan is a money purchase plan
            or, if the defined contribution plan from which the transfer is made
            includes a qualified cash or deferred arrangement, the Plan includes
            a cash or deferred arrangement; and

            (3) The transfer is made either in connection with an asset or stock
            acquisition, merger or other similar transaction involving a change
            in employer of the employees of a trade or business (i.e., an
            acquisition or disposition within the meaning of Section
            l.410(b)-2(f)) or in connection with the participant's change in
            employment status such that the participant is not entitled to
            additional allocations under the transferor plan.

      (b) (1) The transfer satisfies the requirements of subsection (a)(1) of
      this Section 17.02;

            (2) The transfer occurs at a time when the Participant is eligible,
            under the terms of the transferor plan, to receive an immediate
            distribution of his account;


                                       54
<PAGE>
            (3) If the transfer occurs on or after January 1, 2002, the transfer
            occurs at a time when the participant is not eligible to receive an
            immediate distribution of his entire nonforfeitable account balance
            in a single sum distribution that would consist entirely of an
            eligible rollover distribution within the meaning of Code Section
            401(a)(31)(C); and

            (4) The amount transferred, together with the amount of any
            contemporaneous Code Section 401(a)(31) direct rollover to the Plan,
            equals the entire nonforfeitable account of the participant whose
            account is being transferred.

      It is the Employer's obligation to ensure that all assets of the Plan,
other than those maintained in a separate trust or fund pursuant to the
provisions of Section 20.10, are transferred to the Trustee. The Trustee shall
have no liability for and no duty to inquire into the administration of such
transferred assets for periods prior to the transfer.

17.03. ACCEPTANCE OF ASSETS BY TRUSTEE. The Trustee shall not accept assets
which are not either in a medium proper for investment under the Plan, as set
forth in the Plan and the Service Agreement, or in cash. Such assets shall be
accompanied by instructions in writing (or such other medium as may be
acceptable to the Trustee) showing separately the respective contributions by
the prior employer and by the Participant, and identifying the assets
attributable to such contributions. The Trustee shall establish such accounts as
may be necessary or appropriate to reflect such contributions under the Plan.
The Trustee shall hold such assets for investment in accordance with the
provisions of Article 8, and shall in accordance with the written instructions
of the Employer make appropriate credits to the Accounts of the Participants for
whose benefit assets have been transferred.

17.04. TRANSFER OF ASSETS FROM TRUST. Effective on or after January 1, 2002, the
Employer may direct the Trustee to transfer all or a specified portion of the
Trust assets to any other plan or plans maintained by the -Employer or the
employer or employers of an Inactive Participant or Participants, provided that
the Trustee has received evidence satisfactory to it that such other plan meets
all applicable requirements of the Code, subject to the following:

      (a) The assets so transferred shall be accompanied by instructions in
      writing (or such other medium as may be acceptable to the Trustee) from
      the Employer naming the persons for whose benefit such assets have been
      transferred, showing separately the respective contributions by the
      Employer and by each Inactive Participant, if any, and identifying the
      assets attributable to the various contributions. The Trustee shall not
      transfer assets hereunder until all applicable filing requirements are
      met. The Trustee shall have no further liabilities with respect to assets
      so transferred.

      (b) A transfer of assets made pursuant to this Section 17.04 may result in
      the elimination or reduction of an optional form of benefit protected by
      Code Section 411(d)(6), provided that the transfer satisfies the
      requirements set forth in either (1) or (2):

            (1) (i) The transfer is conditioned upon a voluntary, fully informed
            election by the Participant to transfer his entire Account to the
            other defined contribution plan. As an alternative to the transfer,
            the Participant is offered the opportunity to retain the form of
            benefit previously available to him (or, if the Plan is terminated,
            to receive any optional form of benefit for which the Participant is
            eligible under the Plan as required by Code Section 411(d)(6));

                  (i) If the Plan is a money purchase pension plan, the defined
                  contribution plan to which the transfer is made must be a
                  money purchase pension plan and if the Plan includes a
                  qualified cash or deferred arrangement under Code Section
                  401(k), the defined contribution plan to which the transfer is
                  made must include a qualified cash or deferred arrangement;
                  and

                  (ii) The transfer is made either in connection with an asset
                  or stock acquisition, merger or other similar transaction
                  involving a change in employer of the employees of a trade or
                  business (i.e., an acquisition or disposition within the
                  meaning of Section


                                       55
<PAGE>
                  1.410(b)- 2(f)) or in connection with the Participant's change
                  in employment status such that the Participant becomes an
                  Inactive Participant.

            (2) (i) The transfer satisfies the requirements of subsection (1)(i)
            of this Section 17.04;

                  (i) The transfer occurs at a time when the Participant is
                  eligible, under the terms of the Plan, to receive an immediate
                  distribution of his benefit;

                  (ii) If the transfer occurs on or after January 1, 2002, the
                  transfer occurs at a time when the Participant is not eligible
                  to receive an immediate distribution of his entire
                  nonforfeitable Account in a single sum distribution that would
                  consist entirely of an eligible rollover distribution within
                  the meaning of Code Section 401(a)(31)(C)

                  (iii) The Participant is fully vested in the transferred
                  amount in the transferee plan; and

                  (iv) The amount transferred, together with the amount of any
                  contemporaneous Code Section 401(a)(31) direct rollover to the
                  transferee plan, equals the entire nonforfeitable Account of
                  the Participant whose Account is being transferred.

ARTICLE 18. MISCELLANEOUS.

18.01. COMMUNICATION TO PARTICIPANTS. The Plan shall be communicated to all
Eligible Employees by the Employer promptly after the Plan is adopted.

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

18.03. NONALIENABILITY OF BENEFITS. Except as provided in Code Sections
401(a)(13)(C) and (D)(relating to offsets ordered or required under a criminal
conviction involving the Plan, a civil judgment in connection with a violation
or alleged violation of fiduciary responsibilities under ERISA, or a settlement
agreement between the Participant and the Department of Labor in connection with
a violation or alleged violation of fiduciary responsibilities under ERISA),
Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating to Federal tax
levies), or as otherwise required by law, the benefits provided hereunder shall
not be subject to alienation, assignment, garnishment, attachment, execution or
levy of any kind, either voluntarily or involuntarily, and any attempt to cause
such benefits to be so subjected shall not be recognized. The preceding sentence
shall also apply to the creation, assignment, or recognition of a right to any
benefit payable with respect to a Participant pursuant to a domestic relations
order, unless such order is determined by the Administrator to be a qualified
domestic relations order, as defined in Code Section 414(p), or- any domestic
relations order entered before January 1, 1985.

18.04. QUALIFIED DOMESTIC RELATIONS ORDERS PROCEDURES. The Administrator must
establish reasonable procedures to determine the qualified status of a domestic
relations order. Upon receiving a domestic relations order, the Administrator
shall promptly notify the Participant and any alternate payee named in the
order, in writing, of the receipt of the order and the Plan's procedures for
determining the qualified status of the order. Within a reasonable period of
time after receiving the domestic relations order, the Administrator must
determine the qualified status of the order and must notify the Participant and
each alternate payee, in writing, of its determination. The Administrator shall
provide such notice by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with the Department of Labor
regulations.


                                       56
<PAGE>
      If any portion of the Participant's Account is payable during the period
the Administrator is making its determination of the qualified status of the
domestic relations order, the Administrator must make a separate accounting of
the amounts payable. If the Administrator determines the order is a qualified
domestic relations order within 18 months of the date amounts first are payable
following receipt of the order, the Administrator shall direct the Trustee to
distribute the payable amounts in accordance with the order. If the
Administrator does not make his determination of the qualified status of the
order within the 18-month determination period, the Administrator shall direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not exist and shall apply the order prospectively if
the Administrator later determines the order is a qualified domestic relations
order.

      The Trustee shall set up segregated accounts for each alternate payee when
properly notified by the Administrator.

      A domestic relations order shall not fail to be deemed a qualified
domestic relations order merely because it requires the distribution or
segregation of all or part of a Participant's Account with respect to an
alternate payee prior to the Participant's earliest retirement age (as defined
in Code Section 414(p)) under the Plan. A distribution to an alternate payee
prior to the Participant's attainment of the earliest retirement age is
available only if (a) the order specifies distribution at that time and (b) if
the present value of the alternate payee's benefits under the Plan exceeds
$5,000 as determined under Section 13.02 (or such larger amount as may be
specified in Code Section 417(e)(1)), and the order requires, and the alternate
payee consents to, a distribution occurring prior to the Participant's
attainment of earliest retirement age.

18.05. ADDITIONAL RULES FOR PAIRED PLANS. If the Employer has adopted both a
money purchase pension plan and a profit sharing plan under this Basic Plan
Document which are to be considered paired plans, the elections in Section 1.04
of the Adoption Agreement must be identical with respect to both plans. When the
paired plans are "top-heavy plans", as defined in Subsection 15.01(f), or are
deemed to be "top-heavy plans", the money purchase pension plan shall provide
the minimum contribution required under Section 15.03, unless contributions
under the money purchase pension plan are frozen.

18.06. APPLICATION OF PLAN PROVISIONS IN MULTIPLE EMPLOYER PLANS.
Notwithstanding any other provision of the Plan to the contrary, if one of the
Employers designated in Subsection 1.02(b) of the Adoption Agreement is not a
Related Employer, the Prototype Sponsor reserves the right to take any or all of
the following actions:

      (a) treat the Plan as a multiple employer plan;

      (b) permit the Employer to amend the Plan to exclude the un-Related
      Employer from participation in the Plan; or

      (c) treat the Employer as having amended the Plan in the manner described
      in Section 16.02 such that the Employer may no longer participate in this
      prototype plan arrangement.

      For the period, if any, that the Prototype Sponsor elects to treat the
Plan as a multiple employer plan, each un-Related Employer shall be treated as a
separate Employer for purposes of contributions, application of the "ADP" and
"ACP" tests described in Sections 6.03 and 6.06, application of the Code Section
415 limitations described in Section 6.12, top-heavy determinations and
application of the top-heavy requirements under Article 15, and application of
such other Plan provisions as the Employers determine to be appropriate. For any
such period, the Prototype Sponsor shall continue to treat the Employer as
participating in this prototype plan arrangement for purposes of Plan
administration, notices or other communications in connection with the Plan, and
other Plan-related services; provided, however, that if the Employer applies to
the Internal Revenue Service for a determination letter, the multiple employer
plan shall be filed on the form appropriate for multiple employer plans. The
Administrator shall be responsible for administering the Plan as a multiple
employer plan.

18.07. VETERANS REEMPLOYMENT RIGHTS. Notwithstanding any other provision of the
Plan to the contrary, contributions, benefits, and service credit with respect
to qualified military service shall be provided in accordance


                                       57
<PAGE>
with Code Section 414(u) . The Administrator shall notify the Trustee of any
Participant with respect to whom additional contributions are made because of
qualified military service.

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

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

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

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

      (a) If to the Employer or Administrator, to it at the address set forth in
      the Adoption Agreement, and, if to the Employer, to the attention of the
      contact specified in Subsection 1.02(a) of the Adoption Agreement;

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

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

      Any direction, notice or other communication provided to the Employer, the
Administrator or the Trustee by another party which is stipulated to be in
written form under the provisions of this Plan may also be provided in any
medium which is permitted under applicable law or regulation. Any written
communication or disclosure to Participants required under the provisions of
this Plan may be provided in any other medium (electronic, telephone or
otherwise) that is permitted under applicable law or regulation.

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

      Nothing contained in Sections 8.02, 19.01 or 19.05 or this Section 18.13
shall be construed in a manner which subjects a governmental plan (as defined in
Code Section 414(d)) or a non-electing church plan (as described in Code Section
410(d)) to the fiduciary provisions of Title I of ERISA.

ARTICLE 19. PLAN ADMINISTRATION.

19.01. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the requirements of ERISA. In addition


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to the powers and authorities expressly conferred upon it in the Plan, the
Administrator shall have all such powers and authorities as may be necessary to
carry out the provisions of the Plan, including the discretionary power and
authority to interpret and construe the provisions of the Plan, such
interpretation to be final and conclusive on all persons claiming benefits under
the Plan; to make benefit determinations; to utilize the correction programs or
systems established by the Internal Revenue Service (such as the Employee Plans
Compliance and Resolution System) or the Department of Labor; and to resolve any
disputes arising under the Plan. The Administrator may, by written instrument,
allocate and delegate its fiduciary responsibilities in accordance with ERISA
Section 405, including allocation of such responsibilities to an administrative
committee formed to administer the Plan.

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

19.03. CLAIMS AND REVIEW PROCEDURES. Except to the extent that the provisions of
any collective-bargaining agreement provide another method of resolving claims
for benefits under the Plan, the provisions of this Section 19.03 shall control
with respect to the resolution of such claims; provided, however, that the
Employer may institute alternative claims procedures that are more restrictive
on the Employer and more generous with respect to persons claiming a benefit
under the Plan.

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

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

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

19.05. COSTS OF ADMINISTRATION. Unless some or all are paid by the Employer, all
reasonable costs and expenses (including legal, accounting, and employee
communication fees) incurred by the Administrator and the Trustee in
administering the Plan and Trust may be paid from the forfeitures (if any)
resulting under Section 11.08, or from the remaining Trust Fund. All such costs
and expenses paid from the Trust Fund shall, unless allocable to the Accounts of
particular Participants, be charged against the Accounts of all Participants on
a pro rata basis or in such other reasonable manner as may be directed by the
Employer and accepted by the Trustee.


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<PAGE>
ARTICLE 20. TRUST AGREEMENT.

20.01. ACCEPTANCE OF TRUST RESPONSIBILITIES. By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan that
are invested in Permissible Investments. By executing the Adoption Agreement,
the Trustee agrees to accept the rights, duties and responsibilities set forth
in this Article. If the Plan is an amendment and restatement of a prior plan,
the Trustee shall have no liability for and no duty to inquire into the
administration of the assets of the Plan for periods prior to the date such
assets are transferred to the Trust.

20.02. ESTABLISHMENT OF TRUST FUND. A trust is hereby established under the
Plan. The Trustee shall open and maintain a trust account for the Plan and, as
part thereof, Accounts for such individuals as the Employer shall from time to
time notify the Trustee are Participants in the Plan. The Trustee shall accept
and hold in the Trust Fund such contributions on behalf of Participants as it
may receive from time to time from the Employer. The Trust Fund shall be fully
invested and reinvested in accordance with the applicable provisions of the Plan
in Fund Shares or as otherwise provided in Section 20.10.

      The Trust is intended to qualify as a domestic trust in accordance with
Code Section 7701(a)(30)(E) and any regulations issued thereunder. Accordingly,
only United States persons (as defined in Code Section 7701(a)(30) may have the
authority to control all substantial decisions regarding the Trust (including
decisions to appoint, retain or replace the Trustee), unless the Plan filed a
domestic trust election pursuant to Treasury Regulation Section 301.7701-7(f) or
any subsequent guidance issued by the Internal Revenue Service, or except as
otherwise provided in applicable regulation or legislation.

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

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

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

      (b) to transfer to and invest all or any part of the Trust in any
      collective investment trust which is then maintained by a bank or trust
      company (or any affiliate) and which is tax-exempt pursuant to Code
      Section 501(a) and Rev. Rul. 81-100; provided that such collective
      investment trust is a Permissible Investment; and provided, further, that
      the instrument establishing such collective investment trust, as amended
      from time to time, shall govern any investment therein, and is hereby made
      a part of the Plan and this Trust Agreement to the extent of such
      investment therein;

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

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

      (e) to borrow funds from a bank or other financial institution not
      affiliated with the Trustee in order to provide sufficient liquidity to
      process Plan transactions in a timely fashion, provided that the cost of
      borrowing shall be allocated in a reasonable fashion to the Permissible
      Investment(s) in need of liquidity;


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<PAGE>

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

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

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

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

      (j) to apply for or purchase annuity contracts in accordance with Article
      14;

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

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

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

      (n) generally to exercise any of the powers of an owner with respect to
      all or any part of the Trust Fund; and

      (o) to take all such actions as may be necessary under the Trust
      Agreement, to the extent consistent with applicable law.

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

      The Trustee shall provide the Employer with reasonable notice of any claim
filed against the Plan or Trust or with regard to any related matter, or of any
claim filed by the Trustee on behalf of the Plan or Trust or with regard to any
related matter.

20.05. ACCOUNTS. The Trustee shall keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 120 days after the close
of each Plan Year, within 90 days after termination of the Trust, and at such
other times as may be appropriate, the Trustee shall determine the then net fair
market value of the Trust Fund as of the close of the Plan Year, as of the
termination of the Trust, or as of such other time, whichever is applicable, and
shall render to the Employer and Administrator an account of its administration
of the Trust during the period since the last such accounting, including all
allocations made by it during such period.

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


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<PAGE>

judicial settlement of its accounts. In any proceeding for a judicial settlement
of any account or for instructions, the only necessary parties shall be the
Trustee, the Employer and the Administrator.

20.07. DISTRIBUTION FROM TRUST FUND. The Trustee shall make such distributions
from the Trust Fund as the Employer or Administrator may direct (in writing or
such other medium as may be acceptable to the Trustee), consistent with the
terms of the Plan and either for the exclusive benefit of Participants or their
Beneficiaries, or for the payment of expenses of administering the Plan.

20.08. TRANSFER OF AMOUNTS FROM QUALIFIED PLAN. If amounts are to be transferred
to the Plan from another qualified plan or trust under Code Section 401(a), such
transfer shall be made in accordance with the provisions of the Plan and with
such rules as may be established by the Trustee. The Trustee shall only accept
assets which are in a medium proper for investment under this Trust Agreement or
in cash, and that are accompanied in a timely manner, as agreed to by the
Administrator and the Trustee, by instructions in writing (or such other medium
as may be acceptable to the Trustee) showing separately the respective
contributions by the prior employer and the transferring Employee, the records
relating to such contributions, and identifying the assets attributable to such
contributions. The Trustee shall hold such assets for investment in accordance
with the provisions of this Trust Agreement.

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

20.10. SEPARATE TRUST OR FUND FOR EXISTING PLAN ASSETS. With the consent of the
Trustee, the Employer may maintain a trust or fund (including a group annuity
contract) under this prototype plan document separate from the Trust Fund for
Plan assets purchased prior to the adoption of this prototype plan document
which are not Permissible Investments listed in the Service Agreement. The
Trustee shall have no authority and no responsibility for the Plan assets held
in such separate trust or fund. The Employer shall be responsible for assuring
that such separate trust or fund is maintained pursuant to a separate trust
agreement signed by the Employer and the trustee. The duties and
responsibilities of the trustee of a separate trust shall be provided by the
separate trust agreement, between the Employer and the trustee.

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

      The trustee of the separate trust (hereafter referred to as "trustee")
shall be the owner of any insurance contract purchased prior to the adoption of
this prototype plan document. The insurance contract(s) must provide that
proceeds shall be payable to the trustee; provided, however, that the trustee
shall be required to pay over all proceeds of the contract(s) to the
Participant's designated Beneficiary in accordance with the distribution
provisions of this Plan. A Participant's spouse shall be the designated
Beneficiary of the proceeds in all circumstances unless a qualified election has
been made in accordance with Article 14. Under no circumstances shall the trust
retain any part of the proceeds. In the event of any conflict between the terms
of the Plan and the terms of any insurance contract purchased hereunder, the
Plan provisions shall control.

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

      (a) Ordinary life - For purposes of these incidental insurance provisions,
      ordinary life insurance contracts are contracts with both nondecreasing
      death benefits and nonincreasing premiums. If such


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<PAGE>

      contracts are held, less than 1/2 of the aggregate employer contributions
      allocated to any Participant shall be used to pay the premiums
      attributable to them.

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

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

20.11. SELF-DIRECTED BROKERAGE OPTION. If one of the Permissible Investments
under the Plan is the self-directed brokerage option, the Employer hereby
directs the Trustee to use Fidelity Brokerage Services LLC, Member NYSE, SIPC or
any of the Trustee's affiliates or subsidiaries (collectively, "FBS"), an
affiliate of the Trustee, to purchase or sell individual securities for
Participant Accounts in accordance with investment directions provided by such
Participants. The provision of brokerage services by FBS shall be subject to the
following:

      (a) The Trustee shall provide the Employer with an annual report which
      summarizes brokerage transactions and transaction-related charges incurred
      by the Plan.

      (b) Any successor organization of FBS, through reorganization,
      consolidation, merger, or otherwise, shall, upon consummation of such
      transaction, become the successor broker in accordance with the terms of
      this direction provision.

      (c) The Trustee and FBS shall continue to rely on this direction provision
      until notified to the contrary. The Employer reserves the right to
      terminate this direction upon sixty (60) days written notice to FBS (or
      its successor) and the Trustee, and such termination shall also have the
      effect of terminating the self-directed brokerage option for the Plan.

      (d) The Trustee shall provide the Employer with a list of the types of
      securities that may not be purchased or held under this self-directed
      brokerage option. The Trustee shall provide the Employer with
      administrative procedures and fees governing investment in and withdrawals
      or exchanges from the self-directed brokerage option. The Trustee shall
      have no liability in the event a Participant purchases a restricted
      security.

      (e) Participants may authorize the use of an agent to have limited trading
      authority over assets in their Accounts invested under the self-directed
      brokerage option provided that the Participant completes and files with
      FBS a limited trading authorization and indemnification form in the form
      prescribed by FBS. (f) PBS shall provide all proxies and other shareholder
      materials to each Participant with such securities allocated to his or her
      Account under the self-directed brokerage option. The Participant shall
      have the authority to direct the exercise of all shareholder rights
      attributable to the securities allocated to his or her Account and it is
      intended that all such Participant directions shall be subject to ERISA
      Section 404(c). The Trustee shall not exercise any such shareholder
      rights in the absence of a direction from the Participant.

      (g) Self-directed brokerage accounts held under the Plan are subject to
      fees as more fully described in the related self-directed brokerage
      documents provided to the Employer. If there are insufficient funds to
      cover the self-directed brokerage account trades and expenses, a
      liquidation may be made to cover the debit balance and, in doing so, the
      Trustee shall not be deemed to have exercised any discretion.

20.12. EMPLOYER STOCK INVESTMENT OPTION. If one of the Permissible Investments
is equity securities issued by the Employer or a Related Employer ("Employer
Stock"), such Employer Stock must be publicly traded and "qualifying employer
securities" within the meaning of Section 407(d)(5) of ERISA. Plan investments
in Employer Stock shall be made via the Employer Stock Investment Fund (the
"Stock Fund") which shall consist of either (i) the shares of Employer Stock
held for each Participant who participates in the Stock Fund (a "Share
Accounting Stock


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<PAGE>

Fund"), or (ii) a combination of shares of Employer Stock and short-term liquid
investments, consisting of mutual fund shares or commingled money market pool
units as agreed to by the Employer and the Trustee, which are necessary to
satisfy the Stock Fund's cash needs for transfers and payments (a "Unitized
Stock Fund") . Dividends received by the Stock Fund are reinvested in additional
shares of Employer Stock or, in the case of a Unitized Stock Fund, in short-term
liquid investments. The determination of whether each Participant's interest in
the Stock Fund is administered on a share-accounting or a unitized basis shall
be determined by the Employer's election in the Service Agreement.

In the case of a Unitized Stock Fund, such units shall represent a proportionate
interest in all assets of the Unitized Stock Fund, which includes shares of
Employer Stock, short-term investments, and at times, receivables for dividends
and/or Employer Stock sold and payables for Employer Stock purchased. A net
asset value per unit shall be determined daily for each cash unit outstanding of
the Unitized Stock Fund. The return earned by the Unitized Stock Fund shall
represent a combination of the dividends paid on the shares of Employer Stock
held by the Unitized Stock Fund, gains or losses realized on sales of Employer
Stock, appreciation or depreciation in the market price of those shares owned,
and interest on the short-term investments held by the Unitized Stock Fund. A
target range for the short-term liquid investments shall be maintained for the
Unitized Stock Fund. The Named Fiduciary shall, after consultation with the
Trustee, establish and communicate to the Trustee in writing such target range
and a drift allowance for such short-term liquid investments. Such target range
and drift allowance may be changed by the Named Fiduciary, after consultation
with the Trustee, provided any such change is communicated to the Trustee in
writing. The Trustee is responsible for ensuring that the actual short-term
liquid investments held in the Unitized Stock Fund fall within the agreed upon
target range over time, subject to the Trustee's ability to execute open-market
trades in Employer Stock or to otherwise trade with the Employer.

      Investments in Employer Stock shall be subject to the following
limitations:

      (a) Acquisition Limit. Pursuant to the Plan, the Trust may be invested in
      Employer Stock to the extent necessary to comply with investment
      directions under Section 8.02 of the Plan. Notwithstanding the foregoing,
      effective for Deferral Contributions made for Plan Years beginning on or
      after January 1, 1999, the portion of a Participant's Deferral
      Contributions that the Employer may require to be invested in Employer
      Stock for a Plan Year cannot exceed one percent of such Participant's
      Compensation for the Plan Year.

      (b) Fiduciary Duty of Named Fiduciary. The Administrator or any person
      designated by the Administrator as a named fiduciary under Section 19.01
      (the "named fiduciary") shall continuously monitor the suitability under
      the fiduciary duty rules of ERISA Section 404(a)(1)(as modified by ERISA
      Section 404(a)(2)) of acquiring and holding Employer Stock. The Trustee
      shall not be liable for any loss, or by reason of any breach, which arises
      from the directions of the named fiduciary with respect to the acquisition
      and holding of Employer Stock, unless it is clear on their face that the
      actions to be taken under those directions would be prohibited by the
      foregoing fiduciary duty rules or would be contrary to the terms of the
      Plan or this Trust Agreement.

      (c) Execution of Purchases and Sales. Purchases and sales of Employer
      Stock shall be made on the open market on the date on which the Trustee
      receives in good order all information and documentation necessary to
      accurately effect such purchases and sales or (i) if later, in the case of
      purchases, the date on which the Trustee has received a transfer of the
      funds necessary to make such purchases, (ii) as otherwise provided in the
      Service Agreement, or (iii) as provided in Subsection (d) below. Such
      general rules shall not apply in the following circumstances:

            (1) If the Trustee is unable to determine the number of shares
            required to be purchased or sold on such day;

            (2) If the Trustee is unable to purchase or sell the total number of
            shares required to be purchased or sold on such day as a result of
            market conditions; or


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<PAGE>

            (3) If the Trustee is prohibited by the Securities and Exchange
            Commission, the New York Stock Exchange, or any other regulatory
            body from purchasing or selling any or all of the shares required to
            be purchased or sold on such day.

            In the event of the occurrence of the circumstances described in
      (1), (2), or (3) above, the Trustee shall purchase or sell such shares as
      soon as possible thereafter and, in the case of a Share Accounting Stock
      Fund, shall determine the price of such purchases or sales to be the
      average purchase or sales price of all such shares purchased or sold,
      respectively.

      (d) Purchases and Bales from or to Employer. If directed by the Employer
      in writing prior to the trading date, the Trustee may purchase or sell
      Employer Stock from or to the Employer if the purchase or sale is for
      adequate consideration (within the meaning of ERISA Section 3(18)) and no
      commission is charged. If Employer contributions or contributions made by
      the Employer on behalf of the Participants under the Plan are to be
      invested in Employer Stock, the Employer may transfer Employer stock in
      lieu of cash to the Trust. In such case, the shares of Employer Stock to
      be transferred to the Trust will be valued at a price that constitutes
      adequate consideration (within the meaning of ERISA Section 3(18)).

      (e) Use of Broker to Purchase Employer Stock. The Employer hereby directs
      the Trustee to use Fidelity Capital Markets, Inc., an affiliate of the
      Trustee, or any other affiliate or subsidiary of the Trustee
      (collectively, "Capital Markets"), to provide brokerage services in
      connection with all market purchases and sales of Employer Stock for the
      Stock Fund, except in circumstances where the Trustee has determined, in
      accordance with its standard trading guidelines or pursuant to Employer
      direction, to seek expedited settlement of trades. The Trustee shall
      provide the Employer with the commission schedule for such transactions, a
      copy of Capital Markets' brokerage placement practices, and an annual
      report which summarizes all securities transaction-related charges
      incurred by the Plan. The following shall apply as well:

            (1) Any successor organization of Capital Markets through
            reorganization, consolidation, merger, or similar transactions,
            shall, upon consummation of such transaction, become the successor
            broker in accordance with the terms of this provision.

            (2) The Trustee shall continue to rely on this Employer direction
            until notified to the contrary. The Employer reserves the right to
            terminate this authorization upon sixty (60) days written notice to
            Capital Markets (or its successor) and the Trustee and the Employer
            and the Trustee shall decide on a mutually-agreeable alternative
            procedure for handling brokerage transactions on behalf of the Stock
            Fund.

      (f) Securities Law Reports. The named fiduciary shall be responsible for
      filing all reports required under Federal or state securities laws with
      respect to the Trust's ownership of Employer Stock; including, without
      limitation, any reports required under Section 13 or 16 of the Securities
      Exchange Act of 1934 and shall immediately notify the Trustee in writing
      of any requirement to stop purchases or sales of Employer Stock pending
      the filing of any report. The Trustee shall provide to the named fiduciary
      such information on the Trust's ownership of Employer Stock as the named
      fiduciary may reasonably request in order to comply with Federal or state
      securities laws.

      (g) Voting and Tender Offers. Notwithstanding any other provision of the
      Trust Agreement the provisions of this Subsection shall govern the voting
      and tendering of Employer Stock. For purposes of this Subsection, each
      Participant shall be designated as a named fiduciary under ERISA with
      respect to shares of Employer Stock that reflect that portion, if any, of
      the Participant's interest in the Stock Fund not acquired at the direction
      of the Participant in accordance with ERISA Section 404(c)

            The Employer, after consultation with the Trustee, shall provide and
      pay for all printing, mailing, tabulation and other costs associated with
      the voting and tendering of Employer Stock, except as required by law. The
      Trustee, after consultation with the Employer, shall prepare the necessary
      documents associated with the voting and tendering of Employer Stock,
      unless the Employer directs the Trustee not to do so.


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<PAGE>

            (1) Voting.

                  (A) When the issuer of the Employer Stock prepares for any
                  annual or special meeting, the Employer shall notify the
                  Trustee thirty (30) days in advance of the intended record
                  date and shall cause a copy of all proxy solicitation
                  materials to be sent to the Trustee. If requested by the
                  Trustee, the Employer shall certify to the Trustee that the
                  aforementioned materials represent the same information that
                  is distributed to shareholders of Employer Stock. Based on
                  these materials the Trustee shall prepare a voting instruction
                  form. At the time of mailing of notice of each annual or
                  special stockholders' meeting of the issuer of the Employer
                  Stock, the Employer shall cause a copy of the notice and all
                  proxy solicitation materials to be sent to each Participant
                  with an interest in Employer Stock held in the Trust, together
                  with the foregoing voting instruction form to be returned to
                  the Trustee or its designee. The form shall show the
                  proportional interest in the number of full and fractional
                  shares of Employer Stock credited to the Participant's
                  Sub-Accounts held in the Stock Fund. The Employer shall
                  provide the Trustee with a copy of any materials provided to
                  the Participants and shall (if the mailing is not handled by
                  the Trustee) notify the Trustee that the materials have been
                  mailed or otherwise sent to Participants.

                  (B) Each Participant with an interest in the Stock Fund shall
                  have the right to direct the Trustee as to the manner in which
                  the Trustee is to vote (including not to vote) that number of
                  shares of Employer Stock that is credited to his Account, if
                  the Plan uses share accounting, or, if accounting is by units
                  of participation, that reflects such Participant's
                  proportional interest in the Stock Fund (both vested and
                  unvested). Directions from a Participant to the Trustee
                  concerning the voting of Employer Stock shall be communicated
                  in writing, or by such other means mutually acceptable to the
                  Trustee and the Employer. These directions shall be held in
                  confidence by the Trustee and shall not be divulged to the
                  Employer, or any officer or employee thereof, or any other
                  person, except to the extent that the consequences of such
                  directions are reflected in reports regularly communicated to
                  any such persons in the ordinary course of the performance of
                  the Trustee's services hereunder. Upon its receipt of the
                  directions, the Trustee shall vote the shares of Employer
                  Stock that reflect the Participant's interest in the Stock
                  Fund as directed by the Participant. The Trustee shall not
                  vote shares of Employer Stock that reflect a Participant's
                  interest in the Stock Fund for which the Trustee has received
                  no direction from the Participant, except as required by law.

            (2) Tender Offers.

                  (A) Upon commencement of a tender offer for any securities
                  held in the Trust that are Employer Stock, the Employer shall
                  timely notify the Trustee in advance of the intended tender
                  date and shall cause a copy of all materials to be sent to the
                  Trustee. The Employer shall certify to the Trustee that the
                  aforementioned materials represent the same information
                  distributed to shareholders of Employer Stock. Based on these
                  materials, and after consultation with the Employer, the
                  Trustee shall prepare a tender instruction form and shall
                  provide a copy of all tender materials to be sent to each
                  Participant with an interest in the Stock Fund, together with
                  the foregoing tender instruction form, to be returned to the
                  Trustee or its designee. The tender instruction form shall
                  show the number of full and fractional shares of Employer
                  Stock credited to the Participant's Account, if the Plan uses
                  share accounting, or, if accounting is by units of
                  participation, that reflect the Participant's proportional
                  interest in the Stock Fund (both vested and unvested) . The
                  Employer shall notify each Participant with an interest in
                  such Employer Stock of the tender offer and utilize its best
                  efforts to timely distribute or cause to be distributed to the
                  Participant the tender materials and the tender instruction
                  form described herein. The Employer shall provide the Trustee
                  with a copy of any materials provided to the Participants and
                  shall (if the mailing is not handled by the Trustee) notify
                  the Trustee that the materials have been mailed or otherwise
                  sent to Participants.


                                       66
<PAGE>

                  (B) Each Participant with an interest in the Stock Fund shall
                  have the right to direct the Trustee to tender or not to
                  tender some or all of the shares of Employer Stock that are
                  credited to his Account, if the Plan uses share accounting,
                  or, if accounting is by units of participation, that reflect
                  such Participant's proportional interest in the Stock Fund
                  (both vested and unvested). Directions from a Participant to
                  the Trustee concerning the tender of Employer Stock shall be
                  communicated in writing, or by such other means as is agreed
                  upon by the Trustee and the Employer under the preceding
                  paragraph. These directions shall be held in confidence by the
                  Trustee and shall not be divulged to the Employer, or any
                  officer or employee thereof, or any other person, except to
                  the extent that the consequences of such directions are
                  reflected in reports regularly communicated to any such
                  persons in the ordinary course of the performance of the
                  Trustee's services hereunder. The Trustee shall tender or not
                  tender shares of Employer Stock as directed by the
                  Participant. Except as otherwise required by law, the Trustee
                  shall not tender shares of Employer Stock that are credited to
                  a Participant's Account, if the Plan uses share accounting,
                  or, if accounting is by units of participation, that reflect a
                  Participant's proportional interest in the Stock Fund for
                  which the Trustee has received no direction from the
                  Participant.

                  (C) A Participant who has directed the Trustee to tender some
                  or all of the shares of Employer Stock that reflect the
                  Participant's proportional interest in the Stock Fund may, at
                  any time prior to the tender offer withdrawal date, direct the
                  Trustee to withdraw some or all of such tendered shares, and
                  the Trustee shall withdraw the directed number of shares from
                  the tender offer prior to the tender offer withdrawal
                  deadline. A Participant shall not be limited as to the number
                  of directions to tender or withdraw that the Participant may
                  give to the Trustee.

                  (D) A direction by a Participant to the Trustee to tender
                  shares of Employer Stock that reflect the Participant's
                  proportional interest in the Stock Fund shall not be
                  considered a written election under the Plan by the
                  Participant to withdraw, or have distributed, any or all of
                  his withdrawable shares. If the Plan uses share accounting,
                  the Trustee shall credit to the Participant's Account the
                  proceeds received by the Trustee in exchange for the shares of
                  Employer Stock tendered from the Participant's Account. If
                  accounting is by units of participation, the Trustee shall
                  credit to each proportional interest of the Participant from
                  which the tendered shares were taken the proceeds received by
                  the Trustee in exchange for the shares of Employer Stock
                  tendered from that interest. Pending receipt of direction
                  (through the Administrator) from the Participant or the named
                  fiduciary, as provided in the Plan, as to which of the
                  remaining Permissible Investments the proceeds should be
                  invested in, the Trustee shall invest the proceeds in the
                  Permissible Investment specified for such purposes in the
                  Service Agreement or, if no such Permissible Investment has
                  been specified, the most conservative Permissible Investment
                  designated by the Employer in the Service Agreement.

      (h) Shares Credited. If accounting with respect to the Stock Fund is by
      units of participation, then for all purposes of this Section 20.12, the
      number of shares of Employer Stock deemed "reflected" in a Participant's
      proportional interest shall be determined as of the last preceding
      valuation date. The trade date is the date the transaction is valued.

      (i) General. With respect to all rights other than the right to vote, the
      right to tender, and the right to withdraw shares previously tendered, in
      the case of Employer Stock credited to a Participant's Account or
      proportional interest in the Stock Fund, the Trustee shall follow the
      directions of the Participant and if no such directions are received, the
      directions of the named fiduciary. The Trustee shall have no duty to
      solicit directions from Participants.

      (j) Conversion. All provisions in this Section 20.12 shall also apply to
      any securities received as a result of a conversion to Employer Stock.


                                       67
<PAGE>

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

20.14. COMPENSATION AND EXPENSES OF TRUSTEE. The Trustee's fee for performing
its duties hereunder shall be such reasonable amounts as the Trustee may from
time to time specify in the Service Agreement or any other written agreement
with the Employer. Such fee, any taxes of any kind which may be levied or
assessed upon or with respect to the Trust Fund, and any and all expenses,
including without limitation legal fees and expenses of administrative and
judicial proceedings, reasonably incurred by the Trustee in connection with its
duties and responsibilities hereunder shall, unless some or all have been paid
by said Employer, be paid either from forfeitures resulting under Section 11.08,
or from the remaining Trust Fund and shall, unless allocable to the Accounts of
particular Participants, be charged against the respective Accounts of all
Participants, in such reasonable manner as the Trustee may determine.

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

      The Trustee shall be entitled to rely on the latest certificate it has
received from the Employer or the Administrator as to any person or persons
authorized to act for the Employer or the Administrator hereunder and to sign on
behalf of the Employer or the Administrator any directions or instructions,
until it receives from the Employer or the Administrator written notice that
such authority has been revoked.

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

20.16. INDEMNIFICATION BY EMPLOYER. The Employer shall indemnify and save
harmless the Trustee, and all affiliates, employees, agents and sub-contractors
of the Trustee, from and against any and all liability or expense (including
reasonable attorneys' fees) to which the Trustee, or such other individuals or
entities, may be subjected by reason of any act or conduct being taken in the
performance of any Plan-related duties, including those described in this Trust
Agreement and the Service Agreement, unless such liability or expense results
from the Trustee's, or such other individuals' or entities', negligence or
willful misconduct.

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

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


                                       68
<PAGE>

20.19. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may resign at any time by
written notice to the Employer, which resignation shall be effective 60 days
after delivery to the Employer. The Trustee may be removed by the Employer by
written notice to the Trustee, which removal shall be effective 60 days after
delivery to the Trustee or such shorter period as may be mutually agreed upon by
the Employer and the Trustee.

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

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

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

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

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

20.22. AMENDMENT. In accordance with provisions of the Plan, and subject to the
limitations set forth therein, this Trust Agreement may be amended by an
instrument in writing signed by the Employer and the Trustee. No amendment to
this Trust Agreement shall divert any part of the Trust Fund to any purpose
other than as provided in Section 20.03.

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

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

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


                                       69
<PAGE>

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

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

      Nothing contained in Sections 20.04, 20.13 or 20.21 or this Section 20.25
shall be construed in a manner which subjects a governmental plan (as defined in
Code Section 414(d)) or a non-electing church plan (as described in Code Section
410(d)) to the fiduciary provisions of Title I of ERISA.


                                       70
<PAGE>


                                    ADDENDUM

IRS Model Amendment for Proposed Regulations Under Section 401(a)(9) of the
Internal Revenue Code

      Distributions for Calendar Years Beginning on or After 2002. With respect
      to distributions under the Plan for calendar years beginning on or after
      January 1, 2002, the Plan will apply the minimum distribution requirements
      of section 401(a)(9) of the Internal Revenue Code in accordance with the
      regulations under section 401(a)(9) that were proposed on January 17,
      2001, notwithstanding any provision of the Plan to the contrary. This
      amendment shall continue in effect until the end of the last calendar year
      beginning before the effective date of final regulations under section
      401(a)(9) or such other date as may be specified in guidance published by
      the Internal Revenue Service.


                                       1
<PAGE>


                      THE CORPORATEPLAN FOR RETIREMENT(SM)
                                    ADDENDUM
          RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001
                                   ("EGTRRA")
               AMENDMENTS FOR FIDELITY BASIC PLAN DOCUMENT NO. 02

PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

1.    Section 2.01(j), "Compensation," is hereby amended by adding the following
      paragraph to the end thereof:

            Notwithstanding anything herein to the contrary, the annual
            Compensation of each Participant taken into account in determining
            allocations for any Plan Year beginning after December 31, 2001,
            shall not exceed $200,000, as adjusted for cost-of-living increases
            in accordance with Code Section 401(a)(17)(B). Annual Compensation
            means Compensation during the Plan Year or such other consecutive
            12-month period over which Compensation is otherwise determined
            under the Plan (the determination period). The cost-of-living
            adjustment in effect for a calendar year applies to annual
            Compensation for the determination period that begins with or within
            such calendar year.

2.    Section 2.0 1(1), "Deferral Contribution," is hereby amended by replacing
      the period with a semicolon and adding the following to the end thereof:

            provided, however, that the term `Deferral Contribution' shall
            exclude all catch-up contributions as described in Section 5 .03(b)(
            1) for purposes of Matching Employer Contributions as described in
            Section 1.10 of the Adoption Agreement, unless otherwise elected by
            the Employer in Section (c) of the EGTRRA Amendments Addendum to the
            Adoption Agreement.

3.    Section 2.0 1(u) "Rollover Contribution" is hereby amended as follows:

            `Rollover Contribution' means any distribution from an eligible
            retirement plan as defined in Section 5,06 that an Employee elects
            to contribute to the Plan in accordance with the terms of such
            Section 5.06.

4.    The existing text of Section 5.03 is hereby redesignated as Section
      5.03(a), and a new Section 5.03(b) is hereby added to read as follows

            (B)   CATCH-UP CONTRIBUTIONS.

                  (1)   If elected by the Employer in Section (a) of the EGTRRA
                        Amendments Addendum to the Adoption Agreement, all
                        Participants who are eligible to make Deferral
                        Contributions under the Plan and who are projected to
                        attain age 50 before the close of the calendar year
                        shall be eligible to make catch-up contributions in
                        accordance with, and subject to the


                                       1
<PAGE>

                        limitations of, Code Section 4 14(v). Such catch-up
                        contributions shall not be taken into account for
                        purposes of the provisions of the Plan implementing the
                        required limitations of Code Sections 402(g) and 415.
                        The Plan shall not be treated as failing to satisfy the
                        provisions of the Plan implementing the requirements of
                        Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b),
                        or 416, as applicable, by reason of the making of such
                        catch-up contributions.

                  (2)   Unless otherwise elected by the Employer in Section (b)
                        of the EGTRRA Amendments Addendum to the Adoption
                        Agreement, if the Plan permits catch-up contributions,
                        as described in paragraph (1) above on April 1, 2002,
                        then, notwithstanding anything herein to the contrary,
                        effective April 1, 2002, the limit on Deferral
                        Contributions, as otherwise provided in Section
                        1.07(a)(1)(the "Plan Limit") shall be 60% of
                        Compensation for the payroll period in question,
                        provided, however, that this Section 5.03(b)(2) shall be
                        inapplicable if the Plan's Section 1.01(g)(2)(B)
                        Amendment Effective Date is after April 1, 2002.

                  (3)   In the event that the Plan Limit is changed during the
                        Plan Year, for purposes of determining catch-up
                        contributions for the Plan Year, as described in
                        paragraph (1) above, the Plan Limit shall be determined
                        pursuant to the time-weighted average method described
                        in Proposed Income Tax Regulation Section
                        1.414(v)-1(b)(2)(i).

5.    Section 5.06 is hereby amended to add the following paragraph to the end
      thereof:

            Unless otherwise elected by the Employer in Section (e) of the
            EGTRRA Amendments Addendum to the Adoption Agreement, the Plan will
            accept Participant Rollover Contributions and/or direct rollovers of
            distributions made after December 31, 2001 (including Rollover
            Contributions received by the Participant as a surviving spouse, or
            a spouse or former spouse who is an alternate payee under a
            qualified domestic relations order), from the following types of
            plans:

            (a)   a qualified plan described in Code Section 401(a) or 403(a),
                  including after-tax employee contributions (provided, however,
                  that any such after-tax employee contributions must be
                  contributed in a direct rollover);

            (b)   an annuity contract described in Code Section 403(b),
                  excluding after-tax employee contributions;

            (c)   an eligible plan under Code Section 457(b) that is maintained
                  by a state, political subdivision of a state, or any agency or
                  instrumentality of a state or political subdivision of a
                  state; and

            (d)   Participant Rollover Contributions of the portion of a
                  distribution from an individual retirement account or annuity
                  described in Code Section 40 8(a) or 40 8(b) that is eligible
                  to be rolled over and would otherwise be includible in gross
                  income, provided, however, that the Plan will in no event
                  accept a rollover contribution consisting of nondeductible
                  individual retirement account or annuity contributions.


                                       2
<PAGE>

6.    The first paragraph of Section 6.02 is hereby amended by replacing the
      first sentence thereof with the following:

            In no event shall the amount of Deferral Contributions made under
            the Plan for a calendar year, when aggregated with the `elective
            deferrals' made under any other plan maintained by the Employer or a
            Related Employer, exceed the dollar limitation contained in Code
            Section 402(g) in effect at the beginning of such calendar year,
            except to the extent permitted under Section 5.03(b)(1) and Code
            Section 414(v), if applicable.

7.    Section 6.08 is hereby amended by adding the following sentence to the end
      thereof:

            Notwithstanding anything herein to the contrary, the multiple use
            test described in Treasury Regulation Section 1.40l(m)-2 and this
            Section 6.08 shall not apply for Plan Years beginning after December
            31, 2001.

8.    Section 6.12 is hereby amended by adding a new subsection 6.12(e) thereto
      as follows:

            (e)   Maximum Annual Additions for Limitation Years Beginning After
                  December 31. 2001. Notwithstanding anything herein to the
                  contrary, this subsection (e) shall be effective for
                  Limitation Years beginning after December 31, 2001. Except to
                  the extent permitted under Section 5.03(b)(1) and Code Section
                  4 14(v), if applicable, the `annual additions' that may be
                  contributed or allocated to a Participant's Account under the
                  Plan for any Limitation Year shall not exceed the lesser of:

                  (1)   $40,000, as adjusted for increases in the cost-of-living
                        under Code Section 415(d). or

                  (2)   100 percent of the Participant's compensation, within
                        the meaning of Code Section 415(c)(3), for the
                        Limitation Year.

                  The compensation limit referred to in (2) shall not apply to
                  any contribution for medical benefits after separation from
                  service (within the meaning of Code Section 401(h) or
                  419A(f)(2)) that is otherwise treated as an `annual addition'.

9.    Section 9.04 is hereby amended by replacing the final period in the first
      paragraph with a semi-colon and adding the following to the end thereof:

            provided, however, that notwithstanding anything herein to the
            contrary, effective for Plan loans made after December 31, 2001,
            Plan provisions prohibiting loans to any `owner-employee' or
            `shareholder-employee' shall cease to apply.

10.   Section 10.05(b)(2) is hereby amended by replacing the semicolon with a
      period and adding the following to the end thereof:

            Notwithstanding anything herein to the contrary, the rule in this
            Section 1 0.05(b)(2) shall be applied to a Participant who receives
            a distribution after December 31, 2001, on account of hardship, by
            substituting the phrase `the 6-month period' for the phrase `the
            12-month period'.

11.   Section 10.05(b)(4) is hereby amended by adding the following phrase to
      the beginning thereof:


                                       3
<PAGE>

            Effective for calendar years beginning before January 1, 2002, for a
            Participant who received a hardship distribution before January 1,
            2001,

12.   The existing text of Section 11.05 is hereby redesignated as Section
      11.05(a), and a new Section 11.05(b) is hereby added to read as follows:

            (b)   Vesting of Matching Employer Contributions. Notwithstanding
                  anything herein to the contrary, the vesting schedule elected
                  by the Employer in Section (d)(1) of the EGTRRA Amendments
                  Addendum to the Adoption Agreement shall apply to all accrued
                  benefits derived from Matching Employer Contributions for
                  Participants who complete an Hour of Service in a Plan Year
                  beginning after December 31, 2001, except as otherwise elected
                  by the Employer in Section (d)(2) or Section (d)(3) of the
                  EGTRRA Amendments Addendum to the Adoption Agreement. With
                  respect to Participants covered by a collective bargaining
                  agreement, the vesting schedule elected in Section (d)( 1) of
                  the EGTRRA Amendments Addendum to the Adoption Agreement shall
                  take effect on a later date if so elected in Section (d)(2).
                  If so elected in Section (d)(3) of the EGTRRA Amendments
                  Addendum to the Adoption Agreement, the vesting schedule
                  elected in Section (d)(1) shall apply only to the accrued
                  benefits derived from Matching Employer Contributions made
                  with respect to Plan Years beginning after December 31, 2001
                  (or such later date as may be provided in Section (d)(2) for
                  Participants covered by a collective bargaining agreement).

13.   The existing text of Section 12.01 is hereby redesignated as Section
      12.01(a), current subsections (a), (b), and (c) thereof are redesignated
      as paragraphs (1), (2), and (3), respectively, and the first sentence
      thereof is replaced with the following:

            Subject to the application of Section 12.01(b), a Participant or his
            Beneficiary may not receive a distribution from his Deferral
            Contributions, Qualified Nonelective Employer Contributions,
            Qualified Matching Employer Contributions, safe harbor Matching
            Employer Contributions or safe harbor Nonelective Employer
            Contributions Accounts earlier than upon the Participant's
            separation from service with the Employer and all Related Employers,
            death, or disability, except as otherwise provided in Article 10 or
            Section 12.04.

14.   Section 12.01 is hereby amended by adding a new subsection (b) to the end
      thereof:

            If elected by the Employer in Section (1) of the EGTRRA Amendments
            Addendum to the Adoption Agreement, notwithstanding subsection (a)
            of this Section 12.01, a Participant, or his Beneficiary, may
            receive a distribution after December 31, 2001 (or such later date
            as specified therein), from his Deferral Contributions, Qualified
            Nonelective Employer Contributions, Qualified Matching Employer
            Contributions, safe harbor Matching Employer Contributions or safe
            harbor Nonelective Employer Contributions Accounts on account of the
            Participant's severance from employment occurring after the dates
            specified in Section (1) of the EGTRRA Amendments Addendum to the
            Adoption Agreement.

15.   Section 13.04 is hereby amended by adding the following paragraph to the
      end thereof:

            Notwithstanding anything herein to the contrary, the following
            provisions shall apply to distributions made after December 31,
            2001:


                                       4
<PAGE>

            (i)   Modification of definition of eligible retirement plan. For
                  purposes of this Section 13.04, an `eligible retirement plan'
                  shall also mean an annuity contract described in Code Section
                  403(b) and an eligible deferred compensation plan under Code
                  Section 457(b) that is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state and which agrees to
                  separately account for amounts transferred into such plan from
                  this Plan. The definition of `eligible retirement plan' shall
                  also apply in the case of a distribution to a surviving
                  spouse, or to a spouse or former spouse who is the alternate
                  payee under a qualified domestic relations order, as defined
                  in Code Section 414(p).

            (ii)  Modification of definition of eligible rollover distribution
                  to exclude hardship distributions. For purposes of this
                  Section 13.04, any amount that is distributed on account of
                  hardship shall not be an `eligible rollover distribution' and
                  the `distributee' may not elect -to have any portion of such a
                  distribution paid directly to an `eligible retirement plan.'

            (iii) Modification of definition of eligible rollover distribution
                  to include after-tax Employee Contributions. For purposes of
                  this Section 13.04, a portion of a distribution shall not fail
                  to be an "eligible rollover distribution" merely because the
                  portion consists of after-tax Employee Contributions which are
                  not includible in gross income. However, such portion may be
                  transferred only to an individual retirement account or
                  annuity described in Code Section 408(a) or (b), or to a
                  qualified defined contribution plan described in Code Section
                  401(a) or 403(a) that agrees to separately account for amounts
                  so transferred, including separately accounting for the
                  portion of such distribution which is includible in gross
                  income and the portion of such distribution which is not so
                  includible.

16.   Article 15 is hereby amended by adding a new Section 15.08 at the end
      thereof as follows:

            15.08 MODIFICATION OF TOP-HEAVY PROVISIONS. Notwithstanding anything
            herein to the contrary, this Section 15.08 shall apply for purposes
            of determining whether the Plan is a top-heavy plan under Code
            Section 4 16(g) for Plan Years beginning after December 31, 2001,
            and whether the Plan satisfies the minimum benefits requirements of
            Code Section 416(c) for such years. This Section modifies the rules
            in this Article 15 of the Plan for Plan Years beginning after
            December 31, 2001.

            (a)   Determination of top-heavy status.

                  (1) Key employee. Key employee means any Employee or former
            Employee (including any deceased Employee) who at any time during
            the Plan Year that includes the determination date was an officer of
            the Employer having annual compensation greater than $130,000 (as
            adjusted under Code Section 41 6(i)(1) for Plan Years beginning
            after December 31, 2002), a 5-percent owner of the Employer, or a
            1-percent owner of the Employer having annual compensation of more
            than $150,000. For this purpose, annual compensation means
            compensation within the meaning of Code Section 415(c)(3). The
            determination of who is a key employee will be made in accordance
            with Code Section 416(i)(l) and the applicable regulations and other
            guidance of general applicability issued thereunder.


                                       5
<PAGE>

                  (2) Determination of present values and amounts. This Section
            15.08(a)(2) shall apply for purposes of determining the present
            values of accrued benefits and the amounts of account balances of
            Employees as of the determination date.

                        (A) Distributions during year ending on the
            determination date. The present values of accrued benefits and the
            amounts of account balances of an Employee as of the determination
            date shall be increased by the distributions made with respect to
            the Employee under the Plan and any plan aggregated with the Plan
            under Code Section 41 6(g)(2) during the 1-year period ending on the
            determination date. The preceding sentence shall also apply to
            distributions under a terminated plan which, had it not been
            terminated, would have been aggregated with the Plan under Code
            Section 416(g)(2)(A)(i). In the case of a distribution made for a
            reason other than separation from service, death, or disability,
            this provision shall be applied by substituting the phrase "5-year
            period" for the phrase "1-year period."

                        (B) Employees not performing services during year ending
            on the determination date. The accrued benefits and accounts of any
            individual who has not performed services for the Employer during
            the 1-year period ending on the determination date shall not be
            taken into account.

            (b)   Minimum benefits.

                  (1)   Matching contributions. Matching Employer Contributions
                        shall be taken into account for purposes of satisfying
                        the minimum contribution requirements of Code Section 41
                        6(c)(2) and the Plan. The preceding sentence shall apply
                        with respect to Matching Employer Contributions under
                        the Plan or, if the Plan provides that the minimum
                        contribution requirement shall be met in another plan,
                        such other plan. Matching Employer Contributions that
                        are used to satisfy the minimum contribution
                        requirements shall be treated as matching contributions
                        for purposes of the actual contribution percentage test
                        and other requirements of Code Section 401(m).

                  (2)   Contributions under other plans. The Employer may
                        provide in the Adoption Agreement that the minimum
                        benefit requirement shall be met in another plan
                        (including another plan that consists solely of a cash
                        or deferred arrangement which meets the requirements of
                        Code Section 401(k)( 12) and matching contributions with
                        respect to which the requirements of Code Section
                        401(m)( 11) are met).

            (c) Other Modifications. The top-heavy requirements of Code Section
            416 and this Article 15 shall not apply in any year beginning after
            December 31, 2001, in which the Plan consists solely of a cash or
            deferred arrangement which meets the requirements of Code Section
            401(k)(1 2) and Matching Employer Contributions with respect to
            which the requirements of Code Section 401(m)(11) are met.


                                       6
<PAGE>


                                    ADDENDUM

             IRS MODEL AMENDMENT FOR FINAL AND TEMPORARY REGULATIONS
                  UNDER INTERNAL REVENUE CODE SECTION 401(A)(9)

Section 1. General Rules

1.1   Effective Date. The provisions of this addendum will apply for purposes of
      determining required minimum distributions for calendar years beginning
      with the 2003 calendar year.

1.2   Precedence. The requirements of this addendum will take precedence over
      any inconsistent provisions of the Plan.

1.3   Requirements of Treasury Regulations Incorporated. All distributions
      required under this addendum will be determined and made in accordance
      with the Treasury regulations under section 401(a)(9) of the Internal
      Revenue Code.

1.4   TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
      this addendum, distributions may be made under a designation made before
      January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity
      and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that
      relate to section 242(b)(2) of TEFRA.

Section 2. Time and Manner of Distribution.

2.1   Required Beginning Date. The Participant's entire interest will be
      distributed, or begin to be distributed, to the Participant no later than
      the Participant's Required Beginning Date.

2.2   Death of Participant Before Distributions Begin. If the Participant dies
      before distributions begin, the Participant's entire interest will be
      distributed, or begin to be distributed, no later than as follows:

      (a)   If the Participant's surviving spouse is the Participant's sole
            designated Beneficiary, then, except as otherwise elected under
            section 6, distributions to the surviving spouse will begin by
            December 31 of the calendar year immediately following the calendar
            year in which the Participant died, or by December 31 of the
            calendar year in which the Participant would have attained age 70
            1/2, if later.

      (b)   If the Participant's surviving spouse is not the Participant's sole
            designated Beneficiary, then, except as otherwise elected under
            section 6, distributions to the designated Beneficiary will begin by
            December 31 of the calendar year immediately following the calendar
            year in which the Participant died.

      (c)   If there is no designated Beneficiary as of September 30 of the year
            following the year of the Participant's death, the Participant's
            entire interest will be distributed by December 31 of the calendar
            year containing the fifth anniversary of the Participant's death.

      (d)   If the Participant's surviving spouse is the Participant's sole
            designated Beneficiary and the surviving spouse dies after the
            Participant but before distributions to the surviving spouse begin,
            this section 2.2, other than section 2.2(a), will apply as if the
            surviving spouse were the Participant.

      For purposes of this section 2.2 and section 4, unless section 2.2(d)
      applies, distributions are considered to begin on the Participant's
      Required Beginning Date. If section 2.2(d) applies, distributions are
      considered to begin on the date distributions are required to begin to the
      surviving spouse under section 2.2(a). If distributions under an annuity
      purchased from an insurance company irrevocably commence to the
      Participant before the Participant's Required Beginning Date (or to the
      Participant's surviving spouse


                                       1
<PAGE>

      before the date distributions are required to begin to the surviving
      spouse under section 2.2(a)), the date distributions are considered -to
      begin is the date distributions actually commence.

2.3   Forms of Distribution. Unless the Participant's interest is distributed in
      the form of an annuity purchased from an insurance company or in a single
      sum on or before the Required Beginning Date, as of the first distribution
      calendar year distributions will be made in accordance with sections 3 and
      4 of this addendum. If the Participant's interest is distributed in the
      form of an annuity purchased from an insurance company, distributions
      thereunder will be made in accordance with the requirements of section
      401(a)(9) of the Code and the Treasury regulations.

Section 3. Required Minimum Distributions During Participant's Lifetime.

3.1   Amount of Required Minimum Distribution For Each Distribution Calendar
      Year. During the Participant's lifetime, the minimum amount that will be
      distributed for each distribution calendar year is the lesser of:

      (a)   the quotient obtained by dividing the Participant's account balance
            by the distribution period in the Uniform Lifetime Table set forth
            in section l.401(a)(9)-9 of the Treasury regulations, using the
            Participant's age as of the Participant's birthday in the
            distribution calendar year; or

      (b)   if the Participant's sole designated Beneficiary for the
            distribution calendar year is the Participant's spouse, the quotient
            obtained by dividing the Participant's account balance by the number
            in the Joint and Last Survivor Table set forth in section
            1.40l(a)(9)-9 of the Treasury regulations, using the Participant's
            and spouse's attained ages as of the Participant's and spouse's
            birthdays in the distribution calendar year.

3.2   Lifetime Required Minimum Distributions continue Through Year of
      Participant's Death. Required minimum distributions will be determined
      under this section 3 beginning with the first distribution calendar year
      and up to and including the distribution calendar year that includes the
      Participant's date of death.

Section 4. Required Minimum Distributions After Participant's Death.

4.1   Death On or After Date Distributions Begin.

(a) Participant Survived by Designated Beneficiary. If the Participant dies on
or after the date distributions begin and there is a designated Beneficiary, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant's death is the quotient obtained by dividing
the Participant's account balance by the longer of the remaining life expectancy
of the Participant or the remaining life expectancy of the Participant's
designated Beneficiary, determined as follows:

      (1) The Participant's remaining life expectancy is calculated using the
      age of the Participant in the year of death, reduced by one for each
      subsequent year.

      (2) If the Participant's surviving spouse is the Participant's sole
      designated Beneficiary, the remaining life expectancy of the surviving
      spouse is calculated for each distribution calendar year after the year of
      the Participant's death using the surviving spouse's age as of the
      spouse's birthday in that year. For distribution calendar years after the
      year of the surviving spouse's death, the remaining life expectancy of the
      surviving spouse is calculated using the age of the surviving spouse as of
      the spouse's birthday in the calendar year of the spouse's death, reduced
      by one for each subsequent calendar year.

      (3) If the Participant's surviving spouse is not the Participant's sole
      designated Beneficiary, the designated Beneficiary's remaining life
      expectancy is calculated using the age of the Beneficiary in the year
      following the year of the Participant's death, reduced by one for each
      subsequent year.

(b) No Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is no designated Beneficiary as of September 30 of
the year after the year of the Participant's death, the minimum amount


                                       2
<PAGE>

that will be distributed for each distribution calendar year after the year of
the Participant's death is the quotient obtained by dividing the Participant's
account balance by the Participant's remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for each
subsequent year.

4.2 Death Before Date Distributions Begin.

(a) Participant Survived by Designated Beneficiary. Except as otherwise elected
under section 6, if the Participant dies before the date distributions begin and
there is a designated Beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant's death is
the quotient obtained by dividing the Participant's account balance by the
remaining life expectancy of the Participant's designated Beneficiary,
determined as provided in section 4.1.

(b) No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of September 30 of
the year following the year of the Participant's death, distribution of the
Participant's entire interest will be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.

(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin. If the Participant dies before the date distributions begin,
the Participant's surviving spouse is the Participant's sole designated
Beneficiary, and the surviving spouse dies before distributions are required to
begin to the surviving spouse under section 2.2(a), this section 4.2 will apply
as if the surviving spouse were the Participant.

Section 5. Definitions.

5.1   Designated Beneficiary. The individual who is the designated Beneficiary,
      as such term is defined under section 2.01 of the Plan, and is the
      designated Beneficiary under section 401(a)(9) of the Internal Revenue
      Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2   Distribution calendar year. A calendar year for which a minimum
      distribution is required. 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 under section
      2.2. The required minimum distribution for the Participant's first
      distribution calendar year will be made on or before the Participant's
      Required Beginning Date. The required minimum distribution for other
      distribution calendar years, including the required minimum distribution
      for the distribution calendar year in which the Participant's Required
      Beginning Date occurs, will be made on or before December 31 of that
      distribution calendar year.

5.3   Life expectancy. Life expectancy as computed by use of the Single Life
      Table in section 1.401(a)(9)-9 of the Treasury regulations.

5.4   Participant's account balance. 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 made and allocated or forfeitures allocated to the account
      balance as of dates in the valuation calendar year after the valuation
      date and decreased by distributions made in the valuation calendar year
      after the valuation date. The account balance for the valuation calendar
      year includes any amounts rolled over or transferred to the Plan either in
      the valuation calendar year or in the distribution calendar year if
      distributed or transferred in the valuation calendar year.

5.5   Required Beginning Date. The Required Beginning Date, as such term is
      defined in section 2.01 of the Plan.

Section 6. Elections.


                                       3
<PAGE>

(a) Participants or Beneficiaries May Elect 5-Year Rule. Participants or
Beneficiaries may elect on an individual basis whether the 5-year rule or the
life expectancy rule in sections 2.2 and 4.2 of this addendum applies to
distributions after the death of a Participant who has a designated Beneficiary.
The election must be made no later than the earlier of September 30 of the
calendar year in which distribution would be required to begin under section 2.2
of this addendum, or by September 30 of the calendar year which contains the
fifth anniversary of the Participant's (or, if applicable, the surviving
spouse's) death. If neither the Participant nor the Beneficiary makes an
election under this section 6, distributions will be made in accordance with
sections 2.2 and 4.2 of this addendum.

(b) Designated Beneficiary Receiving Distributions Under 5-Year Rule May Elect
Life Expectancy Distributions. A designated Beneficiary who is receiving
payments under the 5-year rule may make a new election to receive payments under
the life expectancy rule until December 31, 2003, provided that all amounts that
would have been required to be distributed under the life expectancy rule for
all distribution calendar years before 2004 are distributed by the earlier of
December 31, 2003 or the end of the 5-year period.


                                       4
<PAGE>


                      The CORPORATEp1an for Retirement(SM)
                                    ADDENDUM
          Re: Economic Growth and Tax Relief Reconciliation Act of 2001
                                   ("EGTRRA")
            Second Amendment for Fidelity Basic Plan Document No. 02

PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. This amendment shall be effective
December 1, 2003.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

The following paragraph is hereby added to the end of Section 16.04:

            Notwithstanding anything in the Basic Plan Document or Adoption
            Agreement (including addenda thereto) to the contrary, to the extent
            permitted by any regulation or other guidance under the Code, forms
            of payment may be eliminated without the application of a waiting
            period and without prior notice to Participants effective with
            respect to Participants whose Annuity Starting Dates occur on or
            after the date the Plan amendment eliminating such forms of payment
            is adopted; provided, however, that to the extent any regulation or
            other guidance under the Code requires prior notice to Participants
            as a precondition to the elimination of any form of payment or
            imposes any other requirement on such elimination, no such
            elimination shall be effective unless the Plan Administrator has
            complied with such notice or other requirement.


                                       1
<PAGE>

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

                                THE CORPORATEPLAN

                               FOR RETIREMENT(SM)

                          (PROFIT SHARING 401(K) PLAN)
                            A FIDELITY PROTOTYPE PLAN

                   NON-STANDARDIZED ADOPTION AGREEMENT NO. 001
                                  FOR USE WITH
                       FIDELITY BASIC PLAN DOCUMENT NO. 02


<PAGE>

                               ADOPTION AGREEMENT

                                   ARTICLE 1
                  NON-STANDARDIZED PROFIT SHARING/401 (K) PLAN

1.01  PLAN INFORMATION

      (a)   NAME OF PLAN:

            This is the Axsys Technologies, Inc. 401(k) Retirement Plan (the
            "Plan")

      (b)   TYPE OF PLAN:

            (1)   [X] 401(k) Only

            (2)   [ ] 401(k) and Profit Sharing

            (3)   [ ] Profit Sharing Only

      (c)   ADMINISTRATOR NAME (IF NOT THE EMPLOYER):


            Address:           _______________________________________________
            Telephone Number:  _______________________________________________

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

      (d)   PLAN YEAR END (MONTH/DAY): 12/31

      (e)   THREE DIGIT PLAN NUMBER: 010

      (f)   LIMITATION YEAR (CHECK ONE):

            (1)   [ ] Calendar Year

            (2)   [X] Plan Year

            (3)   [ ] Other: ___________________________

      (g)   PLAN STATUS (CHECK APPROPRIATE BOX(ES)):

            (1)   [ ] New Plan Effective Date: _____________________

            (2)   [X] Amendment Effective Date: 2/5/2003


Plan Number:  47754                     2                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>


            This is (check one):

            (A)   [X]   an amendment and restatement of a Basic Plan Document
                        No. 02 Adoption Agreement previously executed by the
                        Employer; or

            (B)   [ ]   Agreement.

                  The original effective date of the Plan: 4/1/1985

      (3)   [X]   This is an amendment and restatement of the Plan and the Plan
                  was not amended prior to the effective date specified in
                  Subsection l.01(g)(2) above to comply with the requirements of
                  the Acts specified in the Snap Off Addendum to the Adoption
                  Agreement. The provisions specified in the Snap Off Addendum
                  are effective as of the dates specified in the Snap Off
                  Addendum, which dates may be prior to the Amendment Effective
                  Date. Please read and complete, if necessary, the Snap Off
                  Addendum to the Adoption Agreement.

      (4)   [ ]   SPECIAL EFFECTIVE DATES - Certain provisions of the Plan shall
                  be effective as of a date other than the date specified above.
                  Please complete the Special Effective Dates Addendum to the
                  Adoption Agreement indicating the affected provisions and
                  their effective dates.

      (5)   [ ]   PLAN MERGER EFFECTIVE DATES. Certain plan(s) were merged into
                  the Plan and certain provisions of the Plan are effective with
                  respect to the merged plan(s) as of a date other than the date
                  specified above. Please complete the Special Effective Dates
                  Addendum to the Adoption Agreement indicating the plan(s) that
                  have merged into the Plan and the effective date(s) of such
                  merger(s).

1.02  EMPLOYER

      (a)   EMPLOYER NAME:    Axsys Technologies, Inc.

            Address:          175 Capital Blvd.
                              Suite 103
                              Rocky Hill, CT 06067

            Contact's Name:   Ms. Bonnie Brooks

            Telephone Number: (860) 594-5742

            (1)   Employer's Tax Identification Number: 11-1962029

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

            (3)   Date business commenced: 1/1/1959

      (b)   THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S) (AS
            DEFINED IN SUBSECTION 2.01(RR)) (list each participating Related
            Employer and its Employer Tax Identification Number):

            Employer:                Tax ID:         Designation:

            Speedring, Inc.          33-0171440      Related (controlled group)
            Speedring Systems, Inc.  22-2874180      Related (controlled group)


Plan Number:  47754                     3                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

1.03  TRUSTEE

      (a)   TRUSTEE NAME:     Fidelity Management Trust Company
            Address:          82 Devonshire Street
                              Boston, MA 02109

1.04  COVERAGE

      ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW SHALL BE ELIGIBLE TO
PARTICIPATE IN THE PLAN:

      (a)   AGE REQUIREMENT (CHECK ONE):

            (1)   [ ] no age requirement.

            (2)   [X] must have attained age: 21.0 (NOT TO EXCEED 21).

      (b)   ELIGIBILITY SERVICE REQUIREMENT

            (1)   ELIGIBILITY TO PARTICIPATE IN PLAN (check one):

            (A)   [ ]   no Eligibility Service requirement.

            (B)   [X]   6 (NOT TO EXCEED 11) months of Eligibility Service
                        requirement (no minimum number Hours of Service can be
                        required).

            (C)   [ ]   one year of Eligibility Service requirement (at least
                        1,000 Hours of Service are required during the
                        Eligibility Computation Period).

            (D)   [ ]   two years of Eligibility Service requirement (at least
                        1,000 Hours of Service are required during each
                        Eligibility Computation Period). (DO NOT SELECT IF
                        OPTION 1. 01(B)(1), 401(K) ONLY, IS CHECKED, UNLESS A
                        DIFFERENT ELIGIBILITY SERVICE REQUIREMENT APPLIES TO
                        DEFERRAL CONTRIBUTIONS UNDER OPTION 1.04(B)(2).)

                  NOTE: If the Employer selects the two year Eligibility Service
                  requirement, then contributions subject to such Eligibility
                  Service requirement must be 100% vested when made.

      (2)   [ ]   SPECIAL ELIGIBILITY SERVICE REQUIREMENT FOR DEFERRAL
                  CONTRIBUTIONS AND/OR MATCHING EMPLOYER CONTRIBUTIONS:

            (A)   The special Eligibility Service requirement applies to (check
                  the appropriate box(es)):

                  (I)   [ ] Deferral Contributions.

                  (II)  [ ] Matching Employer Contributions.

Plan Number:  47754                     4                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

                  (B)   The special Eligibility Service requirement is: ________
                        (Fill in (A), (B), or (C) from Subsection 1.04(b)(1)
                        above).

      (C)   ELIGIBLE CLASS OF EMPLOYEES (check one):

            NOTE: The Plan may not cover employees who are residents of Puerto
            Rico. These employees are automatically excluded from the eligible
            class, regardless of the Employer's selection under this Subsection
            1.04(c).

            (1)   [ ]   includes all Employees of the Employer.

            (2)   [X]   includes all Employees of the Employer except for (check
                        the appropriate box(es)):

                  (A)   [X] employees covered by a collective bargaining
                            agreement.

                  (B)   [ ] Highly Compensated Employees as defined in Code
                            Section 4l4(q).

                  (C)   [X] Leased Employees as defined in Subsection 2.01
                            (cc).

                  (D)   [X] nonresident aliens who do not receive any earned
                            income from the Employer which constitutes United
                            States source income.

                  (E)   [ ] other:
                        ______________________________
                        ______________________________

                        NOTE: The Employer should exercise caution when
                        excluding employees from participation in the Plan.
                        Exclusion of employees may adversely affect the Plan's
                        satisfaction of the minimum coverage requirements, as
                        provided in Code Section 4 10(b).

      (d)   THE ENTRY DATES SHALL BE (check one):

            (1)   [ ]   immediate upon meeting the eligibility requirements
                        specified in Subsections 1 .04(a), (b), and (c).

            (2)   [ ]   the first day of each Plan Year and the first day of the
                        seventh month of each Plan Year.

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

            (4)   [X]   the first day of each month.

            (5)   [ ]   the first day of each Plan Year. (DO NOT SELECT IF THERE
                        IS AN ELIGIBILITY SERVICE REQUIREMENT OF MORE THAN SIX
                        MONTHS IN SUBSECTION 1.04(B) OR IF THERE IS AN AGE
                        REQUIREMENT OF MORE THAN 20 1/2 IN SUBSECTION 1.04(A).)


Plan Number:  47754                     5                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

      (e)   [ ]   SPECIAL ENTRY DATE(S) - In addition to the Entry Dates
                  specified in Subsection 1.04(d) above, the following special
                  Entry Date(s) apply for Deferral and/or Matching Employer
                  Contributions. (SPECIAL ENTRY DATES MAY ONLY BE SELECTED IF
                  OPTION 1.04(B)(2), SPECIAL ELIGIBILITY SERVICE REQUIREMENT, IS
                  CHECKED. THE SAME ENTRY DATES MUST BE SELECTED FOR
                  CONTRIBUTIONS THAT ARE SUBJECT TO THE SAME ELIGIBILITY SERVICE
                  REQUIREMENTS.)

            (1)   The special Entry Date(s) shall apply to (check the
                  appropriate box(es)):

                  (A)   [ ]    Deferral Contributions.

                  (B)   [ ]    Matching Employer Contributions.

            (2)   The special Entry Date(s) shall be: _____ (Fill in (1), (2),
                  (3), (4), or (5) from Subsection 1.04(d) above).

      (f)   DATE OF INITIAL PARTICIPATION - An Employee shall become a
            Participant unless excluded by Subsection 1.04(c) above on the Entry
            Date immediately following the date the Employee completes the
            service and age requirement(s) in Subsections 1.04(a) and (b), if
            any, except (check one):

            (1)   [X]   no exceptions.

            (2)   [ ]   Employees employed on the Effective Date in Subsection
                        1.01(g)(1) or (2) shall become Participants on that
                        date.

            (3)   [ ]   Employees who meet the age and service requirement(s) of
                        Subsections 1.04(a) and (b) on the Effective Date in
                        Subsection 1.01(g)(1) or (2) shall become Participants
                        on that date.

1.05  COMPENSATION

      COMPENSATION FOR PURPOSES OF DETERMINING CONTRIBUTIONS SHALL BE AS DEFINED
      IN SECTION 5.02, MODIFIED AS PROVIDED BELOW.

      (a)   COMPENSATION EXCLUSIONS: Compensation shall exclude the item(s)
            listed below for purposes of determining Deferral Contributions,
            Employee Contributions, if any, and Qualified Nonelective Employer
            Contributions, or, if Subsection 1.01(b)(3), Profit Sharing Only, is
            selected, Nonelective Employer Contributions. Unless otherwise
            indicated in Subsection 1.05(b), these exclusions shall also apply
            in determining all other Employer-provided contributions. (Check the
            appropriate box(es); Options (2), (3), (4), (5), and (6) may not be
            elected with respect to Deferral Contributions if Option 1.l0(a)(3),
            Safe Harbor Matching Employer Contributions, is checked):

            (1)   [X]    No exclusions.

            (2)   [ ]    Overtime Pay.

            (3)   [ ]    Bonuses.

            (4)   [ ]    Commissions.

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


Plan Number:  47754                     6                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>


            (6)   [ ]   Severance Pay.

      (b)   SPECIAL COMPENSATION EXCLUSIONS FOR DETERMINING EMPLOYER-PROVIDED
            CONTRIBUTIONS IN ARTICLE 5 (either (1) or (2) may be selected, but
            not both):

            (1)   [ ]   Compensation for purposes of determining Matching,
                        Qualified Matching, and Nonelective Employer
                        Contributions shall exclude: __________________ (Fill in
                        number(s) for item(s) from Subsection 1.05(a) above that
                        apply.)

            (2)   [ ]   Compensation for purposes of determining Nonelective
                        Employer Contributions only shall exclude:
                        ______________ (Fill in number(s) for item(s) from
                        Subsection 1.05(a) above that apply.)

                  NOTE: If the Employer selects Option (2), (3), (4), (5), or
                  (6) with respect to Nonelective Employer Contributions,
                  Compensation must be tested to show that it meets the
                  requirements of Code Section 414(s) or 401(a)(4). These
                  exclusions shall not apply for purposes of the "Top Heavy"
                  requirements in Section 15.03, for allocating safe harbor
                  Matching Employer Contributions if Subsection l.10(a)(3) is
                  selected, for allocating safe harbor Nonelective Employer
                  Contributions if Subsection 1.11(a)(3) is selected, or for
                  allocating non-safe harbor Nonelective Employer Contributions
                  if the Integrated Formula is elected in Subsection 1.11(b)(2).

      (c)   COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION - Contributions for
            the Plan Year in which an Employee first becomes a Participant shall
            be determined based on the Employee's Compensation (cheek one):

            (1)   [ ]   for the entire Plan Year.

            (2)   [X]   for the portion of the Plan Year in which the Employee
                        is eligible to participate in the Plan.

                  NOTE: If the initial Plan Year of a new Plan consists of fewer
                  than 12 months from the Effective Date in Subsection
                  1.01(g)(1) through the end of the initial Plan Year,
                  Compensation for purposes of determining the amount of
                  contributions, other than non-safe harbor Nonelective Employer
                  Contributions, under the Plan shall be the period from such
                  Effective Date through the end of the initial year. However,
                  for purposes of determining the amount of non-safe harbor
                  Nonelective Employer Contributions and for other Plan
                  purposes, where appropriate, the full 12-consecutive-month
                  period ending on the last day of the initial Plan Year shall
                  be used.

1.06  TESTING RULES

      (a)   ADP/ACP PRESENT TESTING METHOD - The testing method for purposes of
            applying the "ADP" and "ACP" tests described in Sections 6.03 and
            6.06 of the Plan shall be the (check one):

            (1)   [X]   CURRENT YEAR TESTING METHOD - The "ADP" or "ACP" of
                        Highly Compensated Employees for the Plan Year shall be
                        compared to the "ADP" or "ACP" of Non-Highly Compensated
                        Employees for the same Plan Year. (MUST CHOOSE IF OPTION
                        1.10(A)(3) , SAFE HARBOR MATCHING EMPLOYER
                        CONTRIBUTIONS, OR OPTION 1.11(A)(3), SAFE HARBOR
                        FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER
                        CONTRIBUTIONS IS CHECKED.)

            (2)   [ ]   PRIOR YEAR TESTING METHOD - The "ADP" or "ACP" of Highly
                        Compensated Employees for the Plan Year shall be
                        compared to the "ADP" or "ACP" of Non-


Plan Number:  47754                     7                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

                        Highly Compensated Employees for the immediately
                        preceding Plan Year. (DO NOT CHOOSE IF OPTION 1.10(A)(3)
                        SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION
                        1.11(A)(3), SAFE HARBOR FORMULA, WITH RESPECT TO
                        NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.)

            (3)   [ ]   Not applicable. (ONLY IF OPTION 1.01(B)(3), PROFIT
                        SHARING ONLY, IS CHECKED OR OPTION 1.04(C)(2)(B),
                        EXCLUDING ALL HIGHLY COMPENSATED EMPLOYEES FROM THE
                        ELIGIBLE CLASS OF EMPLOYEES, IS CHECKED.)

            NOTE: Restrictions apply on elections to change testing methods that
            are made after the end of the GUST remedial amendment period.

      (b)   FIRST YEAR TESTING METHOD - If the first Plan Year that the Plan,
            other than a successor plan, permits Deferral Contributions or
            provides for either Employee or Matching Employer Contributions,
            occurs on or after the Effective Date specified in Subsection
            1.01(g), the "ADP" and/or "ACP" test for such first Plan Year shall
            be applied using the actual "ADP" and/or "ACP" of Non-Highly
            Compensated Employees for such first Plan Year, unless otherwise
            provided below.

            (1)   [X]   The "ADP" and/or "ACP" test for the first Plan Year that
                        the Plan permits Deferral Contributions or provides for
                        either Employee or Matching Employer Contributions shall
                        be applied assuming a 3% "ADP" and/or "ACP" for
                        Non-Highly Compensated Employees. (DO NOT CHOOSE UNLESS
                        PLAN USES PRIOR YEAR TESTING METHOD DESCRIBED IN
                        SUBSECTION 1.06(A)(2).)

      (C)   HCE DETERMINATIONS: LOOK BACK YEAR - The look back year for purposes
            of determining which Employees are Highly Compensated Employees
            shall be the 12-consecutive-month period preceding the Plan Year,
            unless otherwise provided below.

            (1)   [ ]   CALENDAR YEAR DETERMINATION - The look back year shall
                        be the calendar year beginning within the preceding Plan
                        Year. (DO NOT CHOOSE IF THE PLAN YEAR IS THE CALENDAR
                        YEAR.)

      (d)   HCE DETERMINATIONS: TOP PAID GROUP ELECTION - All Employees with
            Compensation exceeding $80,000 (as indexed) shall be considered
            Highly Compensated Employees, unless Top Paid Group Election below
            is checked.

            (1)   [ ]   TOP PAID GROUP ELECTION - Employees with Compensation
                        exceeding $80,000 (as indexed) shall be considered
                        Highly Compensated Employees only if they are in the top
                        paid group (the top 20% of Employees ranked by
                        Compensation).

            NOTE: Effective for determination years beginning on or after
            January 1, 1998, if the Employer elects Option 1.06(c)(1) and/or
            1.06(d)(1), such election(s) must apply consistently to all
            retirement plans of the Employer for determination years that begin
            with or within the same calendar year (except that Option
            1.06(c)(1), Calendar Year Determination, shall not apply to calendar
            year plans).


Plan Number:  47754                     8                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2


<PAGE>

1.07  DEFERRAL CONTRIBUTIONS

      (a)   [X]   DEFERRAL CONTRIBUTIONS - Participants may elect to have a
                  portion of their Compensation contributed to the Plan on a
                  before-tax basis pursuant to Code Section 401(k).

            (1)   REGULAR CONTRIBUTIONS - The Employer shall make a Deferral
                  Contribution in accordance with Section 5.03 on behalf of each
                  Participant who has an executed salary reduction agreement in
                  effect with the Employer for the payroll period in question,
                  not to exceed 60% of Compensation for that period.

                  NOTE: For Limitation Years beginning prior to 2002, the
                  percentage elected above must be less than 25% in order to
                  satisfy the limitation on annual additions under Code Section
                  415 if other types of contributions are provided under the
                  Plan.

                  (A)   [ ] Instead of specifying a percentage of Compensation,
                            a Participant's salary reduction agreement may
                            specify a dollar amount to be contributed each
                            payroll period, provided such dollar amount does not
                            exceed the maximum percentage of Compensation
                            specified in Subsection l.07(a)(l) above.

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

                        (i)   [ ]   as of the beginning of each payroll period.

                        (ii)  [ ]   as of the first day of each month.

                        (iii) [X]   as of the next Entry Date. (DO NOT SELECT
                                    IF IMMEDIATE ENTRY IS ELECTED WITH RESPECT
                                    TO DEFERRAL CONTRIBUTIONS IN SUBSECTION
                                    1.04(D) OR 1.04(E).)

                        (iv)  [ ]   other. (Specify, but must be at least once
                                    perPlan Year)

                                    ____________________________________
                                    ____________________________________

                        NOTE: Notwithstanding the Employer's election hereunder,
                        if Option 1.l0(a)(3), Safe Harbor Matching Employer
                        Contributions, or 1.11 (a)(3), Safe Harbor Formula, with
                        respect to Nonelective Employer Contributions is
                        checked, the Plan provides that an Active Participant
                        may change his salary reduction agreement percentage for
                        the Plan Year within a reasonable period (not fewer than
                        30 days) of receiving the notice described in Section
                        6.10.

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

                        (i)   [ ]    the first day of the next Plan Year.

                        (ii)  [X]    any subsequent Entry Date. (DO NOT SELECT
                                     IF IMMEDIATE ENTRY IS ELECTED WITH RESPECT
                                     TO DEFERRAL CONTRIBUTIONS IN SUBSECTION
                                     1.04(D) OR 1.04(E).)


Plan Number:  47754                     9                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>


                        (iii) [ ]    other. (Specify, but must be at least once
                                     per Plan Year)

                                    ________________________________________
                                    ________________________________________

            (2)   [ ]   ADDITIONAL DEFERRAL CONTRIBUTIONS - The Employer may
                        allow Participants upon proper notice and approval to
                        enter into a special salary reduction agreement to make
                        additional Deferral Contributions in an amount up to
                        100% of their Compensation for the payroll period(s)
                        designated by the Employer.

            (3)   [X]   BONUS CONTRIBUTIONS - The Employer may allow
                        Participants upon proper notice and approval to enter
                        into a special salary reduction agreement to make
                        Deferral Contributions in an amount up to 100% of any
                        Employer paid cash bonuses designated by the Employer on
                        a uniform and non-discriminatory basis that are made for
                        such Participants during the Plan Year. The Compensation
                        definition elected by the Employer in Subsection 1.05(a)
                        must include bonuses if bonus contributions are
                        permitted.

                  NOTE: A Participant's contributions under Subsection
                  1.07(a)(2) and/or (3) may not cause the Participant to exceed
                  the percentage limit specified by the Employer in Subsection
                  1.07(a)(1) for the full Plan Year. If the Administrator
                  anticipates that the Plan will not satisfy the "ADP" and/or
                  "ACP" test for the year, the Administrator may reduce the rate
                  of Deferral Contributions of Participants who are Highly
                  Compensated Employees to an amount objectively determined by
                  the Administrator to be necessary to satisfy the "ADP" and/or
                  "ACP" test.

1.08  EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

      (a)   [ ]         EMPLOYEE CONTRIBUTIONS - Either (1) Participants will be
                        permitted to contribute amounts to the Plan on an
                        after-tax basis or (2) the Employer maintains frozen
                        Employee Contributions Accounts (check one):

            (1)   [ ]   FUTURE EMPLOYEE CONTRIBUTIONS - Participants may make
                        voluntary, non-deductible, after-tax Employee
                        Contributions pursuant to Section 5.04 of the Plan.
                        (ONLY IF OPTION 1.07(A), DEFERRAL CONTRIBUTIONS, IS
                        CHECKED.)

            (2)   [ ]   FROZEN EMPLOYEE CONTRIBUTIONS - Participants may not
                        currently make after-tax Employee Contributions to the
                        Plan, but the Employer does maintain frozen Employee
                        Contributions Accounts.

1.09  QUALIFIED NONELECTIVE CONTRIBUTIONS

      (a)   QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS - If Option 1.07(a),
            Deferral Contributions, is checked, the Employer may contribute an
            amount which it designates as a Qualified Nonelective Employer
            Contribution to be included in the "ADP" or "ACP" test. Unless
            otherwise provided below, Qualified Nonelective Employer
            Contributions shall be allocated to Participants who were eligible
            to participate in the Plan at any time during the Plan Year and are
            Non-Highly Compensated Employees either (A) in the ratio which each
            Participant's "testing compensation", as defined in Subsection
            6.01(t), for the Plan Year bears to the total of all Participants'
            "testing compensation" for the Plan Year or (B) as a flat dollar
            amount.


Plan Number:  47754                    10                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2


<PAGE>


            (1)   [X]   Qualified Nonelective Employer Contributions shall be
                        allocated to Participants as a percentage of the lowest
                        paid Participant's "testing compensation", as defined in
                        Subsection 6.01(t), for the Plan Year up to the lower of
                        (A) the maximum amount contributable under the Plan or
                        (B) the amount necessary to satisfy the "ADP" or "ACP"
                        test. If any Qualified Nonelective Employer Contribution
                        remains, allocation shall continue in the same manner to
                        the next lowest paid Participants until the Qualified
                        Nonelective Employer Contribution is exhausted.

            1.10  MATCHING EMPLOYER CONTRIBUTIONS (ONLY IF OPTION 1.07(A),
                  DEFERRAL CONTRIBUTIONS, IS CHECKED)

      (a)   [X]   BASIC MATCHING EMPLOYER CONTRIBUTIONS (check one):

            (1)   [X]   NON-DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS - The
                        Employer shall make a basic Matching Employer
                        Contribution on behalf of each Participant in an amount
                        equal to the following percentage of a Participant's
                        Deferral Contributions during the Contribution Period
                        (check (A) or (B) and, if applicable, (C)):

                  NOTE: Effective for Plan Years beginning on or after January
                  1, 1999, if the Employer elected Option 1.11 (a)(3), Safe
                  Harbor Formula, with respect to Nonelective Employer
                  Contributions and meets the requirements for deemed
                  satisfaction of the "ADP" test in Section 6.10 for a Plan
                  Year, the Plan will also be deemed to satisfy the "ACP" test
                  for such Plan Year with respect to Matching Employer
                  Contributions if Matching Employer Contributions hereunder
                  meet the requirements in Section 6.11.

                  (A)  [ ]    5  Single Percentage Match:    %

                  (B)  [X]    [ ] Tiered Match:

                              100.00% of the first 3% of the Active
                              Participant's Compensation contributed to the Plan

                              50.00% of the next 2% of the Active Participant's
                              Compensation contributed to the Plan

                              NOTE: The percentages specified above for basic
                              Matching Employer Contributions may not increase
                              as the percentage of Compensation contributed
                              increases.

                  (C)  [ ]    Limit on Non-Discretionary Matching Employer
                              Contributions (check the appropriate box(es)):

                       (i)    [ ]   Deferral Contributions in excess of ______%
                                    of the Participant's Compensation for the
                                    period in question shall not be considered
                                    for non-discretionary Matching Employer
                                    Contributions.

                        NOTE: If the Employer elected a percentage limit in (i)
                        above and requested the Trustee to account separately
                        for matched and unmatched Deferral Contributions made to
                        the Plan, the non-discretionary Matching Employer
                        Contributions allocated to each Participant must be
                        computed, and the percentage limit applied, based upon
                        each payroll period.


Plan Number:  47754                     11                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

                  (ii)  [ ]      Matching Employer Contributions for each
                                 Participant for each Plan Year shall be limited
                                 to $_____.

            (2)   [ ]   DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS - The
                        Employer may make a basic Matching Employer Contribution
                        on behalf of each Participant in an amount equal to the
                        percentage declared for the Contribution Period, if any,
                        by a Board of Directors' Resolution (or by a Letter of
                        Intent for a sole proprietor or partnership) of the
                        Deferral Contributions made by each Participant during
                        the Contribution Period. The Board of Directors'
                        Resolution (or Letter of Intent, if applicable) may
                        limit the Deferral Contributions matched to a specified
                        percentage of Compensation or limit the amount of the
                        match to a specified dollar amount.

                  (A)   [ ] 4% Limitation on Discretionary Matching Employer
                            Contributions for Deemed Satisfaction of "ACP" Test
                            - In no event may the dollar amount of the
                            discretionary Matching Employer Contribution made on
                            a Participant's behalf for the Plan Year exceed 4%
                            of the Participant's Compensation for the Plan Year.
                            (ONLY IF OPTION 1.11(A)(3), SAFE HARBOR FORMULA,
                            WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS
                            IS CHECKED.)

            (3)  [ ]    SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS - Effective
                        only for Plan Years beginning on or after January 1,
                        1999, if the Employer elects one of the safe harbor
                        formula Options provided in the Safe Harbor Matching
                        Employer Contribution Addendum to the Adoption Agreement
                        and provides written notice each Plan Year to all Active
                        Participants of their rights and obligations under the
                        Plan, the Plan shall be deemed to satisfy the "ADP" test
                        and, under certain circumstances, the "ACP" test.

      (b)   [ ]  ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS - The Employer may
                 at Plan Year end make an additional Matching Employer
                 Contribution equal to a percentage declared by the Employer,
                 through a Board of Directors' Resolution (or by a Letter of
                 Intent for a sole proprietor or partnership), of the Deferral
                 Contributions made by each Participant during the Plan Year.
                 (ONLY IF OPTION 1.10(A)(1) OR (3) IS CHECKED.) The Board of
                 Directors' Resolution (or Letter of Intent, if applicable) may
                 limit the Deferral Contributions matched to a specified
                 percentage of Compensation or limit the amount of the match to
                 a specified dollar amount.

            (1)  [ ]    4% LIMITATION ON ADDITIONAL MATCHING EMPLOYER
                        CONTRIBUTIONS FOR DEEMED SATISFACTION OF "ACP" TEST - In
                        no event may the dollar amount of the additional
                        Matching Employer Contribution made on a Participant's
                        behalf for the Plan Year exceed 4% of the Participant's
                        Compensation for the Plan Year. (ONLY IF OPTION 1.10(A
                        (3), SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR
                        OPTION 1.11(A (3), SAFE HARBOR FORMULA, WITH RESPECT TO
                        NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.)

                  NOTE: If the Employer elected Option 1.10(a)(3), Safe Harbor
                        Matching Employer Contributions, above and wants to be
                        deemed to have satisfied the "ADP" test for Plan Years
                        beginning on or after January 1, 1999, the additional
                        Matching Employer Contribution must meet the
                        requirements of Section 6.10. In addition to the
                        foregoing requirements, if the Employer elected either
                        Option 1.10(a)(3), Safe Harbor Matching Employer
                        Contributions, or Option 1.11(a)(3), Safe Harbor
                        Formula, with respect to Nonelective Employer
                         Contributions, and wants to be deemed to have satisfied
                        the "ACP" test with respect to Matching


Plan Number:  47754                     12                      Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2


<PAGE>

                        Employer Contributions for the Plan Year, the Deferral
                        Contributions matched may not exceed the limitations in
                        Section 6.11.

      (C)   CONTRIBUTION PERIOD FOR MATCHING EMPLOYER CONTRIBUTIONS - The
            Contribution Period for purposes of calculating the amount of basic
            Matching Employer Contributions described in Subsection 1.10(a) is:

            (1)   [ ] each calendar month.

            (2)   [ ] each Plan Year quarter.

            (3)   [X] each Plan Year.

            (4)   [ ] each payroll period.

            The Contribution Period for additional Matching Employer
            Contributions described in Subsection 1.10(b) is the Plan Year.

(d)         CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant who makes
            Deferral Contributions during a Contribution Period shall only be
            entitled to receive Matching Employer Contributions under Section
            1.10 for that Contribution Period if the Participant satisfies the
            following requirement(s) (Check the appropriate box(es). Options (3)
            and (4) may not be elected together; Option (5) may not be elected
            with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7)
            may not be elected with respect to basic Matching Employer
            Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer
            Contributions, is checked):

            (1)   [X] No requirements.

            (2)   [ ] Is employed by the Employer or a Related Employer on
                      the last day of the Contribution Period.

            (3)   [ ]  Earns at least 501 Hours of Service during the Plan
                       Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.)

            (4)   [ ]  Earns at least 1,000 Hours of Service during the Plan
                       Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.)

            (5)   [ ]  Either earns at least 501 Hours of Service during the
                       Plan Year or is employed by the Employer or a Related
                       Employer on the last day of the Plan Year. (ONLY IF THE
                       CONTRIBUTION PERIOD IS THE PLAN YEAR.)

            (6)   [ ]  Is not a Highly Compensated Employee for the Plan
                       Year.

            (7)   [ ]  Is not a partner or a member of the Employer, if Employer
                       is a partnership or an entity taxed as a partnership.

            (8)   [ ]  Special continuing eligibility requirement(s) for
                       additional Matching Employer Contributions. (ONLY IF
                       OPTION 1.10(B), ADDITIONAL MATCHING EMPLOYER
                       CONTRIBUTIONS, IS CHECKED.)

                  (A)   The continuing eligibility requirement(s) for additional
                        Matching Employer Contributions is/are: ______ (Fill in
                        number of applicable eligibility requirement(s) from
                        above.)


Plan Number:  47754                     13                      Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

                  NOTE: If Option (2), (3), (4), or (5) above is selected, then
                  Matching Employer Contributions can only be FUNDED by the
                  Employer AFTER the Contribution Period or Plan Year ends.
                  Matching Employer Contributions funded during the Contribution
                  Period or Plan Year shall not be subject to the eligibility
                  requirements of Option (2), (3), (4), or (5). If Option (2),
                  (3), (4), or (5) is adopted during a Contribution Period or
                  Plan Year, as applicable, such Option shall not become
                  effective until the first day of the next Contribution Period
                  or Plan Year.

      (e)   [X]   QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS - Prior to making
                  any Matching Employer Contribution hereunder (other than a
                  safe harbor Matching Employer Contribution), the Employer may
                  designate all or a portion of such Matching Employer
                  Contribution as a Qualified Matching Employer Contribution
                  that may be used to satisfy the "ADP" test on Deferral
                  Contributions and excluded in applying the "ACP" test on
                  Employee and Matching Employer Contributions. Unless the
                  additional eligibility requirement is selected below,
                  Qualified Matching Employer Contributions shall be allocated
                  to all Participants who meet the continuing eligibility
                  requirement(s) described in Subsection 1.10(d) above for the
                  type of Matching Employer Contribution being characterized as
                  a Qualified Matching Employer Contribution.

            (1)   [X]   To receive an allocation of Qualified Matching Employer
                        Contributions a Participant must also be a Non-Highly
                        Compensated Employee for the Plan Year.

            NOTE: Qualified Matching Employer Contributions may not be excluded
            in applying the "ACP" test for a Plan Year if the Employer elected
            Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or
            Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
            Employer Contributions, and the "ADP" test is deemed satisfied under
            Section 6.10 for such Plan Year.

1.11  NONELECTIVE EMPLOYER CONTRIBUTIONS

      NOTE: An Employer may elect both a fixed formula and a discretionary
      formula. If both are selected, the discretionary formula shall be treated
      as an additional Nonelective Employer Contribution and allocated
      separately in accordance with the allocation formula selected by the
      Employer.

      (a)   [ ]   FIXED FORMULA (An Employer may elect both the Safe Harbor
                  Formula and one of the other fixed formulas. Otherwise, the
                  Employer may only select one of the following.)

            (1)   [ ]   FIXED PERCENTAGE EMPLOYER CONTRIBUTION - For each Plan
                        Year, the Employer shall contribute for each eligible
                        Active Participant an amount equal to _____% (NOT TO
                        EXCEED 15% FOR PLAN YEARS BEGINNING PRIOR TO 2002 AND
                        25% FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1,
                        2002) of such Active Participant's Compensation.

            (2)   [ ]   FIXED FLAT DOLLAR EMPLOYER CONTRIBUTION - The Employer
                        shall contribute for each eligible Active Participant an
                        amount equal to $_____.

                  The contribution amount is based on an Active Participant's
                  service for the following period:

                  (A)   [ ]   Each paid hour.

                  (B)   [ ]   Each payroll period.

                  (C)   [ ]   Each Plan Year.


Plan Number:  47754                     14                      Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

                  (D)   [ ]   Other: _______________________________

            (3)   [ ]   SAFE HARBOR FORMULA - Effective only with respect to
                        Plan Years that begin on or after January 1, 1999, the
                        Nonelective Employer Contribution specified in the Safe
                        Harbor Nonelective Employer Contribution Addendum is
                        intended to satisfy the safe harbor contribution
                        requirements under the Code such that the "ADP" test
                        (and, under certain circumstances, the "ACP" test) is
                        deemed satisfied. Please complete the Safe Harbor
                        Nonelective Employer Contribution Addendum to the
                        Adoption Agreement. (CHOOSE ONLY IF OPTION 1.07(A),
                        DEFERRAL CONTRIBUTIONS, IS CHECKED.)

      (B)   [ ]   DISCRETIONARY FORMULA - The Employer may decide each Plan Year
                  whether to make a discretionary Nonelective Employer
                  Contribution on behalf of eligible Active Participants in
                  accordance with Section 5.10. Such contributions shall be
                  allocated to eligible Active Participants based upon the
                  following (Check (1) or (2)):

            (1)   [ ]   NON-INTEGRATED ALLOCATION FORMULA - In the ratio that
                        each eligible Active Participant's Compensation bears to
                        the total Compensation paid to all eligible Active
                        Participants for the Plan Year.

            (2)   [ ]   INTEGRATED ALLOCATION FORMULA - As (A) a percentage of
                        each eligible Active Participant's Compensation plus (B)
                        a percentage of each eligible Active Participant's
                        Compensation in excess of the "integration level" as
                        defined below. The percentage of Compensation in excess
                        of the "integration level" shall be equal to the lesser
                        of the percentage of the Active Participant's
                        Compensation allocated under (A) above or the "permitted
                        disparity limit" as defined below.

                  NOTE: An Employer that has elected the safe Harbor formula in
                  Subsection 1.11(a)(3) above may not take Nonelective Employer
                  Contributions made to satisfy the safe harbor into account in
                  applying the integrated allocation formula described above.

                  "Integration level" means the social security taxable wage
                  base for the Plan Year, unless the Employer elects a lesser
                  amount in (A) or (B) below.

                  (A)   ____% (NOT TO EXCEED 100%) of the Social Security
                        taxable wage base for the Plan Year, or

                  (B)   $_____ (NOT TO EXCEED THE SOCIAL SECURITY TAXABLE WAGE
                        BASE).

                  "Permitted disparity limit" means the percentage provided by
                  the following table:

<TABLE>
<CAPTION>
                   IF THE "INTEGRATION
                   LEVEL" IS AT LEAST      BUT LESS THAN       THE "PERMITTED
                   __% OF THE TAXABLE       ___% OF THE          DISPARITY
                        WAGE BASE        TAXABLE WAGE BASE       LIMIT" IS
                        ---------        -----------------       ---------
<S>                                      <C>                   <C>
                           0%                   20%                 5.7%
                           20%                  80%                 4.3%
                           80%                  100%                5.4%
                          100%                  N/A                 5.7%
</TABLE>

                  NOTE: An Employer who maintains any other plan that provides
                  for Social Security Integration (permitted disparity) may not
                  elect Option 1.11(b)(2).


Plan Number:  47754                     15                      Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>

      (c)   CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant shall only be
            entitled to received Nonelective Employer Contributions for a Plan
            Year under this Section 1.11 if the Participant satisfies the
            following requirement(s) (Check the appropriate box(es) - Options
            (3) and (4) may not be elected together; Option (5) may not be
            elected with Option (2), (3), or (4); Options (2), (3), (4), (5),
            and (7) may not be elected with respect to Nonelective Employer
            Contributions under the fixed formula if Option 1.11(a)(3), Safe
            Harbor Formula, is checked):

            (1)   [ ]   No requirements.

            (2)   [ ]   Is employed by the Employer or a Related Employer on the
                        last day of the Plan Year.

            (3)   [ ]   Earns at least 501 Hours of Service during the Plan
                        Year.

            (4)   [ ]   Earns at least 1,000 Hours of Service during the Plan
                        Year.

            (5)   [ ]   Either earns at least 501 Hours of Service during the
                        Plan Year or is employed by the Employer or a Related
                        Employer on the last day of the Plan Year.

            (6)   [ ]   Is not a Highly Compensated Employee for the Plan Year.

            (7)   [ ]   Is not a partner or a member of the Employer, if the
                        Employer is a partnership or an entity taxed as a
                        partnership.

            (8)   [ ]   Special continuing eligibility requirement(s) for
                        discretionary Nonelective Employer Contributions. (ONLY
                        IF BOTH OPTIONS 1.11(A) AND (B) ARE CHECKED.)

                  (A)   The continuing eligibility requirement(s) for
                        discretionary Nonelective Employer Contributions is/are:
                        ______ (Fill in number of applicable eligibility
                        requirement(s) from above.)

            NOTE: If Option (2), (3), (4), or (5) above is selected then
            Nonelective Employer Contributions can only be FUNDED by the
            Employer AFTER the Plan Year ends. Nonelective Employer
            Contributions funded during the Plan Year shall not be subject to
            the eligibility requirements of Option (2), (3), (4), or (5). If
            Option (2), (3), (4), or (5) is adopted during a Plan Year, such
            Option shall not become effective until the first day of the next
            Plan Year.

1.12  EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

      [ ]   DEATH, DISABILITY, AND RETIREMENT EXCEPTION TO ELIGIBILITY
      REQUIREMENTS - Active Participants who do not meet any last day or Hours
      of Service requirement under Subsection 1.10(d) or 1.11(c) because they
      become disabled, as defined in Section 1.14, retire, as provided in
      Subsection 1.13(a), (b), or (c), or die shall nevertheless receive an
      allocation of Nonelective Employer and/or Matching Employer Contributions.
      No Compensation shall be imputed to Active Participants who become
      disabled for the period following their disability.


Plan Number:  47754                     16                      Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>
1.13  RETIREMENT

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

            (1)   [X]   age 65.

            (2)   [ ]   age _____ (specify between 55 and 64).

            (3)   [ ]   later of age _____ (NOT TO EXCEED 65) or the fifth
                        anniversary of the Participant's Employment Commencement
                        Date.

      (b)   [ ]   THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER
                  THE PARTICIPANT ATTAINS AGE _____ (SPECIFY 55 OR GREATER) AND
                  COMPLETES _____ YEARS OF VESTING SERVICE.

            NOTE: If this Option is elected, Participants who are employed by
            the Employer or a Related Employer on the date they reach Early
            Retirement Age shall be 100% vested in their Accounts under the
            Plan.

      (c)   [X]   A PARTICIPANT WHO BECOMES DISABLED, AS DEFINED IN SECTION
                  1.14, IS ELIGIBLE FOR DISABILITY  RETIREMENT.

            NOTE: If this Option is elected, Participants who are employed by
            the Employer or a Related Employer on the date they become disabled
            shall be 100% vested in their Accounts under the Plan.

1.14  DEFINITION OF DISABLED

      A PARTICIPANT IS DISABLED IF HE/SHE (check the appropriate box(es)):

      (a)   [X]   satisfies the requirements for benefits under the Employer's
                  long-term disability plan.

      (b)   [ ]   satisfies the requirements for Social Security disability
                  benefits.

      (c)   [ ]   is determined to be disabled by a physician approved by the
                  Employer.

1.15  VESTING

      A PARTICIPANT'S VESTED INTEREST IN MATCHING EMPLOYER CONTRIBUTIONS AND/OR
      NONELECTIVE EMPLOYER CONTRIBUTIONS, OTHER THAN SAFE HARBOR MATCHING
      EMPLOYER AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS ELECTED IN SUBSECTION
      1.10(A)(3) OR 1.11(A)(3), SHALL BE BASED UPON HIS YEARS OF VESTING SERVICE
      AND THE SCHEDULE(S) SELECTED BELOW, EXCEPT AS PROVIDED IN SUBSECTION
      1.21(D) OR IN THE VESTING SCHEDULE ADDENDUM TO THE ADOPTION AGREEMENT.

      (a)   [ ]   YEARS OF VESTING SERVICE SHALL EXCLUDE:

            (1)   [ ]   for new plans, service prior to the Effective Date as
                        defined in Subsection 1.01(g)(1).

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




Plan Number:  47754                    17                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
      (b)   VESTING SCHEDULE(S)

            NOTE: The vesting schedule selected below applies only to
            Nonelective Employer Contributions and Matching Employer
            Contributions other than safe harbor contributions under Option
            1.11(a)(3) or Option 1.10(a)(3). Safe Harbor contributions under
            Options 1.11(a)(3) and 1.10(a)(3) are always 100% vested
            immediately.

(1)   NONELECTIVE EMPLOYER CONTRIBUTIONS (check one):

      (A)   [X]   N/A - No  Nonelective Employer Contributions

      (B)   [ ]   100% Vesting immediately

      (C)   [ ]   3 year cliff (see C below)

      (D)   [ ]   5 year cliff (see D below)

      (E)   [ ]   6 year graduated (see E below)

      (F)   [ ]   7 year graduated (see F below)

      (G)   [ ]   Other vesting (complete G1 below)

(2)   MATCHING EMPLOYER CONTRIBUTIONS (check one):

      (A)   [ ]   N/A - No Matching Employer Contributions

      (B)   [ ]   100% Vesting immediately

      (C)   [ ]   3 year cliff (see C below)

      (D)   [ ]   5 year cliff (see D below)

      (E)   [ ]   6 year graduated (see E below)

      (F)   [ ]   7 year graduated (see F below)

      (G)   [X]   Other vesting (complete G2 below)


<TABLE>
<CAPTION>
     YEARS OF
 VESTING SERVICE                 APPLICABLE VESTING SCHEDULE(S)
 ---------------   ---------------------------------------------------------
                     C        D       E       F           G1            G2
                   ----     ----    ----    ----        -----        -------
<S>                <C>      <C>     <C>     <C>         <C>          <C>
        0            0%       0%      0%      0%        ____%          0.00%
                                                                     ------
        1            0%       0%      0%      0%        ____%         25.00%
                                                                     ------
        2            0%       0%     20%      0%        ____%         50.00%
                                                                     ------
        3          100%       0%     40%     20%        ____%         75.00%
                                                                     ------
        4          100%       0%     60%     40%        ____%        100.00%
                                                                     ------
        5          100%     100%     80%     60%        ____%        100.00%
                                                                     ------
        6          100%     100%    100%     80%        ____%        100.00%
                                                                     ------
    7 or more      100%     100%    100%    100%         100%           100%
</TABLE>

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




Plan Number:  47754                    18                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
      NOTE: If the Plan is being amended to provide a more restrictive vesting
      schedule, the more favorable vesting schedule shall continue to apply to
      Participants who are Active Participants immediately prior to the later of
      (1) the effective date of the amendment or (2) the date the amendment is
      adopted.

      (c)   [ ]   A VESTING SCHEDULE MORE FAVORABLE THAN THE VESTING SCHEDULE(S)
                  SELECTED ABOVE APPLIES TO CERTAIN PARTICIPANTS. Please
                  complete the Vesting Schedule Addendum to the Adoption
                  Agreement.

      (d)   APPLICATION OF FORFEITURES - If a Participant forfeits any portion
            of his non-vested Account balance as provided in Section 6.02, 6.04,
            6.07, or 11.08, such forfeitures shall be (check one):

            (1)   [ ]   N/A - Either (A) no Matching Employer Contributions are
                        made with respect to Deferral Contributions under the
                        Plan and all other Employer Contributions are 100%
                        vested when made or (B) there are no Employer
                        Contributions under the Plan.

            (2)   [X]   applied to reduce Employer contributions.

            (3)   [ ]   allocated among the Accounts of eligible Participants in
                        the manner provided in Section 1.11. (ONLY IF OPTION
                        1.11(A) OR (B) IS CHECKED.)

1.16  PREDECESSOR EMPLOYER SERVICE

      [ ]   SERVICE FOR PURPOSES OF ELIGIBILITY IN SUBSECTION 1.04(B) AND
            VESTING IN SUBSECTION 1.15(B) OF THIS PLAN SHALL INCLUDE SERVICE
            WITH THE FOLLOWING PREDECESSOR EMPLOYER(S):

1.17  PARTICIPANT LOANS

      PARTICIPANT LOANS (check one):

      (a)   [X]   ARE ALLOWED IN ACCORDANCE WITH ARTICLE 9 AND LOAN PROCEDURES
                  OUTLINED IN THE SERVICE AGREEMENT.

      (b)   [ ]   ARE NOT ALLOWED.





Plan Number:  47754                    19                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
1.18  IN-SERVICE WITHDRAWALS

      PARTICIPANTS MAY MAKE WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT UNDER
      THE FOLLOWING circumstances (check the appropriate box(es)):

      (a)   [X]   HARDSHIP WITHDRAWALS - Hardship withdrawals from a
                  Participant's Deferral Contributions Account shall be allowed
                  in accordance with Section 10.05, subject to a $500 minimum
                  amount.

      (b)   [X]   AGE 59 1/2 - Participants shall be entitled to receive a
                  distribution of all or any portion of the following Accounts
                  upon attainment of age 59 1/2 (check one):

            (1)   [ ]   Deferral Contributions Account.

            (2)   [X]   All vested account balances.

      (c)   WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS -

            (1)   Unless otherwise provided below, Employee Contributions may be
                  withdrawn in accordance with Section 10.02 at any time.

                  (A)   [ ]   Employees may not make withdrawals of Employee
                              Contributions more frequently than:

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

            (2)   Rollover Contributions may be withdrawn in accordance with
                  Section 10.03 at any time.

      (d)   [X]   PROTECTED IN-SERVICE WITHDRAWAL PROVISIONS - Check if the Plan
                  was converted by plan amendment or received transfer
                  contributions from another defined contribution plan, and
                  benefits under the other defined contribution plan were
                  payable as (check the appropriate box(es)):

            (1)   [ ]   an in-service withdrawal of vested employer
                        contributions maintained in a Participant's Account
                        (check (A) and or (B)):

                  (A)   [ ]   for at least _____ (24 or more) months.

                        (i)   [ ]   Special restrictions applied to such
                                    in-service withdrawals under the prior plan
                                    that the Employer wishes to continue under
                                    the Plan as restated hereunder. Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the restrictions.

                  (B)   [ ]   after the Participant has at least 60 months of
                              participation.

                        (i)   [ ]   Special restrictions applied to such
                                    in-service withdrawals under the prior plan
                                    that the Employer wishes to continue under
                                    the Plan as restated hereunder. Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the restrictions.




Plan Number:  47754                    20                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
            (2)   [X]   another in-service withdrawal option that is a
                        "protected benefit" under Code Section 411(d)(6)(e); an
                        in-service hardship withdrawal option not otherwise
                        described in Section 1.18(a). (Please complete the
                        Protected In-Service Withdrawals Addendum to the
                        Adoption Agreement identifying the in-service withdrawal
                        options).

1.19  FORM OF DISTRIBUTIONS

      SUBJECT TO SECTION 13.01, 13.02 AND ARTICLE 14, DISTRIBUTIONS UNDER THE
      PLAN SHALL BE PAID AS PROVIDED BELOW. (Check the appropriate box(es) and,
      if any forms of payment selected in (b), (c) and/or (d) apply only to a
      specific class of Participants, complete Subsection (b) of the Forms of
      Payment Addendum).

      (a)   LUMP SUM PAYMENTS - Lump sum payments are always available under the
            Plan.

      (b)   [X]   INSTALLMENT PAYMENTS - Participants may elect distribution
                  under a systematic withdrawal plan (installments).

      (c)   [ ]   ANNUITIES (Check if the Plan is retaining any annuity form(s)
                  of payment.)

            (1)   An annuity form of payment is available under the Plan for the
                  following reason(s) (check (A) and/or (B), as applicable):

                  (A)   [ ]   As a result of the Plan's receipt of a transfer of
                              assets from another defined contribution plan or
                              pursuant to the Plan terms prior to the Amendment
                              Effective Date specified in Section 1.01(g)(2),
                              benefits were previously payable in the form of an
                              annuity that the Employer elects to continue to be
                              offered as a form of payment under the Plan.

                  (B)   [ ]   The Plan received a transfer of assets from a
                              defined benefit plan or another defined
                              contribution plan that was subject to the minimum
                              funding requirements of Code Section 412 and
                              therefore an annuity form of payment is a
                              protected benefit under the Plan in accordance
                              with Code Section 411(d)(6).

            (2)   The normal form of payment under the Plan is (check (A) or
                  (B)):

                  (A)   [ ]   A lump sum payment:

                        (i)   Optional annuity forms of payment (check (I)
                              and/or (II), as applicable). (MUST CHECK AND
                              COMPLETE (I) IF A LIFE ANNUITY IS ONE OF THE
                              OPTIONAL ANNUITY FORMS OF PAYMENT UNDER THE PLAN.)

                              (I)   [ ]   A married Participant who elects an
                                          annuity form of payment shall receive
                                          a qualified joint and ___% (AT LEAST
                                          50%) survivor annuity. An unmarried
                                          Participant shall receive a single
                                          life annuity, unless a different form
                                          of payment is specified below:

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




Plan Number:  47754                    21                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                              (II)  [ ]   Other annuity form(s) of payment.
                                          Please complete Subsection (a) of the
                                          Forms of Payment Addendum describing
                                          the other annuity form(s) of payment
                                          available under the Plan.

                  (B)   [ ]   A life annuity (complete (i) and (ii) and check
                              (iii) if applicable).

                        (i)   The normal form for married Participants is a
                              qualified joint and ___% (AT LEAST 50%) survivor
                              annuity. The normal form for unmarried
                              Participants is a single life annuity, unless a
                              different annuity form is specified below:

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

                        (ii)  The qualified preretirement survivor annuity
                              provided to a Participant's spouse is purchased
                              with ___% (AT LEAST 50%) of the Participant's
                              Account:

                        (iii) [ ]   Other annuity form(s) of payment. Please
                                    complete Subsection (a) of the Forms of
                                    Payment Addendum describing the other
                                    annuity form(s) of payment available under
                                    the Plan.

      (d)   [X]   OTHER NON-ANNUITY FORM(S) OF PAYMENT - As a result of the
                  Plan's receipt of a transfer of assets from another plan or
                  pursuant to the Plan terms prior to the Amendment Effective
                  Date specified in 1.01(g)(2), benefits were previously payable
                  in the following form(s) of payment not described in (a), (b)
                  or (c) above and the Plan will continue to offer these form(s)
                  of payment:

                  Investments held in the form of equity securities of Axsys
                  Technologies, Inc. may be withdrawn in that form.

      (e)   [ ]   ELIMINATED FORMS OF PAYMENT NOT PROTECTED UNDER CODE SECTION
                  411(D)(6). Check if either (1) under the Plan terms prior to
                  the Amendment Effective Date or (2) under the terms of another
                  plan from which Assets were transferred, benefits were payable
                  in a form of payment that will cease to be offered after a
                  specified date. Please complete Subsection (c) of the Forms of
                  Payment Addendum describing the forms of payment previously
                  available and the effective date of the elimination of the
                  form(s) of payment.

1.20  TIMING OF DISTRIBUTIONS

      EXCEPT AS PROVIDED IN SUBSECTION 1.20(A) OR (B) AND THE POSTPONED
      DISTRIBUTION ADDENDUM TO THE ADOPTION AGREEMENT, DISTRIBUTION SHALL BE
      MADE TO AN ELIGIBLE PARTICIPANT FROM HIS VESTED INTEREST IN HIS ACCOUNT AS
      SOON AS REASONABLY PRACTICABLE FOLLOWING THE DATE THE PARTICIPANT'S
      APPLICATION FOR DISTRIBUTION IS RECEIVED BY THE ADMINISTRATOR.

      (a)   REQUIRED COMMENCEMENT OF DISTRIBUTION - If a Participant does not
            elect to receive benefits as of an earlier date, as permitted under
            the Plan, distribution of a Participant's Account shall begin as of
            the Participant's Required Beginning Date.




Plan Number:  47754                    22                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
      (b)   [ ]   POSTPONED DISTRIBUTIONS - Check if the Plan was converted by
                  plan amendment from another defined contribution plan that
                  provided for the postponement of certain distributions from
                  the Plan to eligible Participants and the Employer wants to
                  continue to administer the Plan using the postponed
                  distribution provisions. Please complete the Postponed
                  Distribution Addendum to the Adoption Agreement indicating the
                  types of distributions that are subject to postponement and
                  the period of postponement.

      NOTE: An Employer may not provide for postponement of distribution to a
      Participant beyond the 60th day following the close of the Plan Year in
      which (1) the Participant attains Normal Retirement Age under the Plan,
      (2) the Participant's 10th anniversary of participation in the Plan
      occurs, or (3) the Participant's employment terminates, whichever is
      latest.

1.21  TOP HEAVY STATUS

      (a)   THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS OF
            ARTICLE 15 (check one):

            (1)   [ ]   for each Plan Year, whether or not the Plan is a
                        "top-heavy plan" as defined in Subsection 15.01(f).

            (2)   [X]   for each Plan Year, if any, for which the Plan is a
                        "top-heavy plan" as defined in Subsection 15.01(f).

            (3)   [ ]   Not applicable. (CHOOSE ONLY IF PLAN COVERS ONLY
                        EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.)

      (b)   IN DETERMINING WHETHER THE PLAN IS A "TOP-HEAVY PLAN" FOR AN
            EMPLOYER WITH AT LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING
            ASSUMPTIONS SHALL APPLY:

            (1)   [ ]   Interest rate:  _____% per annum.

            (2)   [ ]   Mortality table:  _______.

            (3)   [X]   Not applicable. (CHOOSE ONLY IF EITHER (A) PLAN COVERS
                        ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING
                        AGREEMENT OR (B) EMPLOYER DOES NOT MAINTAIN AND HAS NOT
                        MAINTAINED ANY DEFINED BENEFIT PLAN DURING THE FIVE-YEAR
                        PERIOD ENDING ON THE APPLICABLE "DETERMINATION DATE", AS
                        DEFINED IN SUBSECTION 15.01(A).)

      (c)   IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN YEAR,
            EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER CONTRIBUTION OF AT
            LEAST 3.0 (3, 4, 5, OR 7 1/2)% OF COMPENSATION FOR THE PLAN YEAR IN
            ACCORDANCE WITH SECTION 15.03. THE MINIMUM EMPLOYER CONTRIBUTION
            PROVIDED IN THIS SUBSECTION 1.21(C) SHALL BE MADE UNDER THIS PLAN
            ONLY IF THE PARTICIPANT IS NOT ENTITLED TO SUCH CONTRIBUTION UNDER
            ANOTHER QUALIFIED PLAN OF THE EMPLOYER, UNLESS THE EMPLOYER ELECTS
            OTHERWISE BELOW:

            (1)   [ ]   The minimum Employer Contribution shall be paid under
                        this Plan in any event.

            (2)   [ ]   Another method of satisfying the requirements of Code
                        Section 416. Please complete the 416 Contribution
                        Addendum to the Adoption Agreement describing the way in
                        which the minimum contribution requirements will be
                        satisfied in the event the Plan is or is treated as a
                        "top-heavy plan".




Plan Number:  47754                    23                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
            (3)   [ ]   Not applicable (CHOOSE ONLY IF PLAN COVERS ONLY
                        EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.)

            NOTE: The minimum Employer contribution may be less than the
            percentage indicated in Subsection 1.21(c) above to the extent
            provided in Section 15.03.

      (d)   IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN YEAR,
            THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF THE
            SCHEDULE(S) ELECTED IN SUBSECTION 1.15(B) FOR SUCH PLAN YEAR AND
            EACH PLAN YEAR THEREAFTER (check one):

            (1)   [ ]   Not applicable. (CHOOSE ONLY IF EITHER (A) PLAN PROVIDES
                        FOR NONELECTIVE EMPLOYER CONTRIBUTIONS AND THE SCHEDULE
                        ELECTED IN SUBSECTION 1.15(B)(1) IS AT LEAST AS
                        FAVORABLE IN ALL CASES AS THE SCHEDULES AVAILABLE BELOW
                        OR (B) PLAN COVERS ONLY EMPLOYEES SUBJECT TO A
                        COLLECTIVE BARGAINING AGREEMENT.)

            (2)   [ ]   100% vested after __ (NOT IN EXCESS OF 3) years of
                        Vesting Service.

            (3)   [X]   Graded Vesting:

<TABLE>
<CAPTION>
                            YEARS OF           VESTING           MUST BE
                         VESTING SERVICE      PERCENTAGE         AT LEAST
                         ---------------      ----------         --------
<S>                                           <C>                <C>
                                0                  0%                0%
                                1                 25%                0%
                                2                 50%               20%
                                3                 75%               40%
                                4                100%               60%
                                5                100%               80%
                            6 or more            100%              100%
</TABLE>

                  NOTE: If the Plan provides for Nonelective Employer
                  Contributions and the schedule elected in Subsection
                  1.15(b)(1) is more favorable in all cases than the schedule
                  elected in Subsection 1.21(d) above, then the schedule in
                  Subsection 1.15(b)(1) shall continue to apply even in Plan
                  Years in which the Plan is a "top-heavy plan".

1.22  CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
      PLANS

      If the Employer maintains other defined contribution plans, annual
      additions to a Participant's Account shall be limited as provided in
      Section 6.12 of the Plan to meet the requirements of Code Section 415,
      unless the Employer elects otherwise below and completes the 415
      Correction Addendum describing the order in which annual additions shall
      be limited among the plans.

      (a)   [ ]   OTHER ORDER FOR LIMITING ANNUAL ADDITIONS




Plan Number:  47754                    24                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
1.23  INVESTMENT DIRECTION

      INVESTMENT DIRECTIONS - Participant Accounts shall be invested (check
one):

      (a)   [ ]   in accordance with the investment directions provided to the
                  Trustee by the Employer for allocating all Participant
                  Accounts among the Options listed in the Service Agreement.

      (b)   [X]   in accordance with the investment directions provided to the
                  Trustee by each Participant for allocating his entire Account
                  among the Options listed in the Service Agreement.

      (c)   [ ]   in accordance with the investment directions provided to the
                  Trustee by each Participant for all contribution sources in
                  his Account, except that the following sources shall be
                  invested in accordance with the investment directions provided
                  by the Employer (check (1) and or (2)):

            (1)   [ ]   Nonelective Employer Contributions

            (2)   [ ]   Matching Employer Contributions

                  The Employer must direct the applicable sources among the same
                  investment options made available for Participant directed
                  sources listed in the Service Agreement.

1.24  RELIANCE ON OPINION LETTER

      An adopting Employer may rely on the opinion letter issued by the Internal
      Revenue Service as evidence that this Plan is qualified under Code Section
      401 only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.
      The Employer may not rely on the opinion letter in certain other
      circumstances or with respect to certain qualification requirements, which
      are specified in the opinion letter issued with respect to this Plan and
      in Announcement 2001-77. In order to have reliance in such circumstances
      or with respect to such qualification requirements, application for a
      determination letter must be made to Employee Plans Determinations of the
      Internal Revenue Service. Failure to fill out the Adoption Agreement
      properly may result in disqualification of the Plan.

      This Adoption Agreement may be used only in conjunction with Fidelity
      Basic Plan Document No. 02. The Prototype Sponsor shall inform the
      adopting Employer of any amendments made to the Plan or of the
      discontinuance or abandonment of the prototype plan document.

1.25  PROTOTYPE INFORMATION:

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

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




Plan Number:  47754                    25                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                                 EXECUTION PAGE
                                (EMPLOYER'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this  8th  day of  January, 2003.

         Employer:  Axsys Technologies, Inc.
                    ------------------------------------------

         By:        Bonnie Brooks
                    ------------------------------------------

         Title:     Corporate Benefits Coordinator and 401(k) Plan Administrator
                    ------------------------------------------------------------

         Employer:
                    ------------------------------------------

         By:
                    ------------------------------------------

         Title:
                    ------------------------------------------

Accepted by:

Fidelity Management Trust Company, as Trustee

By:   /s/ Linda A. Scherer                      Date: 1/15/2003
   ---------------------------------                 -------------

Title:    Linda A. Scherer
      ------------------------------------
          Authorized Signatory




Plan Number:  47754                    26                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                            AMENDMENT EXECUTION PAGE

      This page is to be completed in the event the Employer modifies any prior
election(s) or makes a new elections in this Adoption Agreement. Attach the
amended page(s) of the Adoption Agreement to this execution page.

      The following section(s) of the Plan are hereby amended effective as of
the date(s) set forth below:

<TABLE>
<CAPTION>
      Section Amended                  Page                 Effective Date
      ---------------                  ----                 --------------
<S>                              <C>                        <C>
      ---------------            ---------------            ---------------

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

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

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

      ---------------            ---------------            ---------------
</TABLE>

      IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
this 8th day of January, 2003.



Employer:  Axsys Technologies, Inc.        Employer:                           .
           ------------------------------             -------------------------

By:        Bonnie Brooks                   By:
           ------------------------------             -------------------------

Title:     Corporate Benefits Coordinator  Title:
           ------------------------------             -------------------------
           401(k) Plan Administrator

Accepted by:

Fidelity Management Trust Company, as Trustee

By                                        Date:
        ------------------------------           ------------------------------

Title:
        ------------------------------




Plan Number:  47754                    27                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                                    ADDENDUM

                           RE: SPECIAL EFFECTIVE DATES
                                       FOR

PLAN NAME:  Axsys Technologies, Inc. 401(k) Retirement Plan

      (a)   [ ]   SPECIAL EFFECTIVE DATES FOR OTHER PROVISIONS - The following
                  provisions (e.g. new eligibility requirements, new
                  contribution formula, etc.) shall be effective as of the dates
                  specified herein:

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

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

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

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

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

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

      (b)   [ ]   PLAN MERGER EFFECTIVE DATES - The following plan(s) were
                  merged into the Plan after the Effective Date indicated in
                  Subsection 1.01(g)(1) or (2), as applicable. The provisions of
                  the Plan are effective with respect to the merged plan(s) as
                  of the date(s) indicated below:

            (1)   Name of merged plan
                                         ---------------------------------------

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

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

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

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

                  Effective Date
                                         ---------------------------------------

            (2)   Name of merged plan
                                         ---------------------------------------

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

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

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

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

                  Effective Date
                                         ---------------------------------------




Plan Number:  47754                    28                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
            (3)   Name of merged plan
                                         ---------------------------------------

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

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

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

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

                  Effective Date
                                         ---------------------------------------

            (4)   Name of merged plan

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

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

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

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

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

                  Effective Date
                                         ---------------------------------------

            (5)   Name of merged plan
                                         ---------------------------------------

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

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

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

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

                  Effective Date
                                         ---------------------------------------




Plan Number:  47754                    29                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                                    ADDENDUM

                 Re: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
                                       for

PLAN NAME:  Axsys Technologies, Inc. 401(1)(k) Retirement Plan

(a)   SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FORMULA

      NOTE: Matching Employer Contributions made under this Option must be 100%
      vested when made and may only be distributed because of death, disability,
      separation from service, age 59 1/2, or termination of the Plan without
      the establishment of a successor plan. In addition, each Plan Year, the
      Employer must provide written notice to all Active Participants of their
      rights and obligations under the Plan.

      (1)   [ ]   100% of the first 3% of the Active Participant's Compensation
                  contributed to the Plan and 50% of the next 2% of the Active
                  Participant's Compensation contributed to the Plan.

                  (A)   [ ]   Safe harbor Matching Employer Contributions shall
                              not be made on behalf of Highly Compensated
                              Employees.

                  NOTE: If the Employer selects this formula and does not elect
                  Option 1.10(b), Additional Matching Employer Contributions,
                  Matching Employer Contributions will automatically meet the
                  safe harbor contribution requirements for deemed satisfaction
                  of the "ACP" test. (Employee Contributions must still be
                  tested.)

      (2)   [ ]   Other Enhanced Match:

                  ___% of the first ___% of the Active Participant's
                  Compensation contributed to the plan,

                  ___% of the next ___% of the Active Participant's Compensation
                  contributed to the plan,

                  ___% of the next ___% of the Active Participant's Compensation
                  contributed to the plan.

                  NOTE: To satisfy the safe harbor contribution requirement for
                  the "ADP" test, the percentages specified above for Matching
                  Employer Contributions may not increase as the percentage of
                  Compensation contributed increases, and the aggregate amount
                  of Matching Employer Contributions at such rates must at least
                  equal the aggregate amount of Matching Employer Contributions
                  which would be made under the percentages described in (a)(1)
                  of this Addendum.

                  (A)   [ ]   Safe harbor Matching Employer Contributions shall
                              not be made on behalf of Highly Compensated
                              Employees.




Plan Number:  47754                    30                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                  (B)   [ ]   The formula specified above is also intended to
                              satisfy the safe harbor contribution requirement
                              for deemed satisfaction of the "ACP" test with
                              respect to Matching Employer Contributions.
                              (Employee Contributions must be tested.)

                        NOTE: To satisfy the safe harbor contribution
                        requirement for the "ACP" test, the Deferral
                        Contributions and/or Employee Contributions matched
                        cannot exceed 6% of a Participant's Compensation.




Plan Number:  47754                    31                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                                    ADDENDUM

                Re: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
                                       for

PLAN NAME:  Axsys Technologies, Inc. 401(k) Retirement Plan

(a)   SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION ELECTION

      (1)   [ ]   For each Plan Year, the Employer shall contribute for each
                  eligible Active Participant an amount equal to _____% (NOT
                  LESS THAN 3% NOR MORE THAN 15%) of such Active Participant's
                  Compensation.

      (2)   [ ]   The Employer may decide each Plan Year whether to amend the
                  Plan by electing and completing (A) below to provide for a
                  contribution on behalf of each eligible Active Participant in
                  an amount equal to at least 3% of such Active Participant's
                  Compensation.

            NOTE: An Employer that has selected Subsection (a)(2) above must
            amend the Plan by electing (A) below and completing the Amendment
            Execution Page no later than 30 days prior to the end of each Plan
            Year for which safe harbor Nonelective Employer Contributions are
            being made.

            (A)   [ ]   For the Plan Year beginning ______, the Employer shall
                        contribute for each eligible Active Participant an
                        amount equal to % (not less than 3% nor more than 15%)
                        of such Active Participant's Compensation.

            NOTE: Safe harbor Nonelective Employer Contributions must be 100%
            vested when made and may only be distributed because of death,
            disability, separation from service, age 59 1/2, or termination of
            the Plan without the establishment of a successor plan. In addition,
            each Plan Year, the Employer must provide written notice to all
            Active Participants of their rights and obligations under the Plan.

      (b)   [ ]   Safe harbor Nonelective Employer Contributions shall not be
                  made on behalf of Highly Compensated Employees.

      (c)   [ ]   In conjunction with its election of the safe harbor described
                  above, the Employer has elected to make Matching Employer
                  Contributions under Subsection 1.10 that are intended to meet
                  the requirements for deemed satisfaction of the "ACP" test
                  with respect to Matching Employer Contributions.




Plan Number:  47754                    32                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                                    ADDENDUM

                      RE: PROTECTED IN-SERVICE WITHDRAWALS
                                       FOR

PLAN NAME:  Axsys Technologies, Inc. 401(k) Retirement Plan

(a)   RESTRICTIONS ON IN-SERVICE WITHDRAWALS OF AMOUNTS HELD FOR SPECIFIED
      PERIOD - The following restrictions apply to in-service withdrawals made
      in accordance with Subsection 1.18(d)(1)(A) (CANNOT INCLUDE ANY MANDATORY
      SUSPENSION OF CONTRIBUTIONS RESTRICTION):

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

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

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

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

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

(b)   RESTRICTIONS ON IN-SERVICE WITHDRAWALS BECAUSE OF PARTICIPATION IN PLAN
      FOR 60 OR MORE MONTHS - The following restrictions apply to in-service
      withdrawals made in accordance with Subsection 1.18(d)(1)(B) (CANNOT
      INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION):

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

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

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

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

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

(c)   [X]   OTHER IN-SERVICE HARDSHIP WITHDRAWAL PROVISIONS - In-service
            hardship withdrawals are permitted from a Participant's Deferral
            Contributions Account and the other sub-accounts specified below,
            subject to the conditions otherwise applicable to hardship
            withdrawals from a Participant's Deferral Contributions Account:

            Notwithstanding anything else in the Plan, the vested portion of the
            Matching Employer Contribution Account may be withdrawn for hardship
            under Section 1.18(a) and 10.05.

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

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

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

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

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




Plan Number:  47754                    33                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
(d)   [ ]   OTHER IN-SERVICE WITHDRAWAL PROVISIONS - In-service withdrawals from
            a Participant's Accounts specified below shall be available to
            Participants who satisfy the requirements also specified below

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

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

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

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

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

      (1)   [ ]   The following restrictions apply to a Participant's Account
                  following an in-service withdrawal made pursuant to (d) above
                  (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS
                  RESTRICTION):

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

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

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

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

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




Plan Number:  47754                    34                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                                    ADDENDUM

                              RE: FORMS OF PAYMENT
                                       FOR

PLAN NAME:  Axsys Technologies, Inc. 401(k) Retirement Plan

(a)   The following optional forms of annuity will continue to be offered under
      the Plan:

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

(b)   The forms of payment described in Section 1.19(b), (c) and/or (d) apply to
      the following class(es) of Participants:






      NOTE: Please indicate if different classes of Participants are subject to
      different forms of payment.

(c)   The following forms of payment were previously available under the Plan
      but will be eliminated as of the date specified in subsection (4) below
      (check the applicable (box(es) and complete (4)):

      (1)   [ ]   INSTALLMENT PAYMENTS.

      (2)   [ ]   ANNUITIES.

            (A)   [ ]   The normal form of payment under the Plan was a lump sum
                        and all optional annuity forms of payment not listed
                        under Section 1.19(c)(2)(A)(i) are eliminated. The
                        eliminated forms of payment include of the following:

            (B)   [ ]   The normal form of payment under the Plan was a life
                        annuity and all annuity forms of payment not listed
                        under Section 1.19(c)(2)(B) are eliminated. (COMPLETE
                        (I) AND (II) AND, IF APPLICABLE, (III).)

                        (i)   The normal form for married Participants was a
                              qualified joint and ___% (AT LEAST 50%) survivor
                              annuity. The normal form for unmarried
                              Participants was a single life annuity, unless a
                              different form is specified below:

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




Plan Number:  47754                    35                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2
<PAGE>
                        (ii)  The qualified preretirement survivor annuity
                              provided to a Participant's spouse was purchased
                              with __% (AT LEAST 50%) of the Participant's
                              Account.

                        (iii) The other annuity form(s) of payment previously
                              available under the Plan included the following.

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

      (3)   [ ]   OTHER NON-ANNUITY FORMS OF PAYMENT. All other non-annuity
                  forms of payment that are not listed in Section 1.19(d) but
                  that were previously available under the Plan are eliminated.
                  The eliminated non-annuity forms of payment include the
                  following:

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

      (4)   The form(s) of payment described in this Subsection (c) will not be
            offered to Participants who have an Annuity Starting Date which
            occurs on or after ____ (CANNOT BE EARLIER THAN SEPTEMBER 6, 2000).
            Notwithstanding the dated entered above, the forms of payment
            described in this Subsection (c) will continue to be offered to
            Participants who have an Annuity Starting Date that occurs (1)
            within 90 days following the date the Employer provides affected
            Participants with a summary that satisfies the requirements of 29
            CFR 2520.104b-3 and that notifies them of the elimination of the
            applicable form(s) of payment, but (2) no later than the first day
            of second Plan Year following the Plan Year in which the amendment
            eliminating the applicable form(s) of payment is adopted.




Plan Number:  47754                    36                       Non-Std PS Plan
The CORPORATEplan for Retirement(SM)                                 12/05/2001
CLI-1204419v2

<PAGE>
                                    ADDENDUM

                              RE: VESTING SCHEDULE
                                       FOR

PLAN NAME: Axsys Technologies, Inc. 401(k) Retirement Plan

(a)   MORE FAVORABLE VESTING SCHEDULE

      (1)   The following vesting schedule applies to the class of Participants
            described in (a)(2) below:

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

      (2)   The vesting schedule specified in (a)(1) above applies to the
            following class of Participants:

(b) [ ] Additional Vesting Schedule

      (1)   The following vesting schedule applies to the class of Participants
            described in (b)(2) below:

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

      (2)   The vesting schedule specified in (b)(1) above applies to the
            following class of Participants.

            ____________________________________________________________________


                                       37
<PAGE>
                                    ADDENDUM

                           RE: POSTPONED DISTRIBUTIONS
                                       FOR

PLAN NAME: Axsys Technologies, Inc. 401(k) Retirement Plan

POSTPONEMENT OF CERTAIN DISTRIBUTIONS TO ELIGIBLE PARTICIPANTS - The types of
distributions specified below to eligible Participants of their vested interests
in their Accounts shall be postponed for the period also specified below:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Notwithstanding the foregoing, if the Employer selected an Early Retirement Age
in Subsection 1.14(b) that is the later of an attained age or completion of a
specified number of years of Vesting Service, any Participant who terminates
employment on or after completing the required number of years of Vesting
Service, but before attaining the required age shall be eligible to commence
distribution of his vested interest in his Account upon attaining the required
age.


                                       38
<PAGE>
                                    ADDENDUM

                               RE: 415 CORRECTION
                                       FOR

PLAN NAME: Axsys Technologies, Inc. 401(k) Retirement Plan

(a)   OTHER FORMULA FOR LIMITING ANNUAL ADDITIONS TO MEET 415 - If the Employer,
      or any employer required to be aggregated with the Employer under Code
      Section 415, maintains any other qualified defined contribution plans or
      any "welfare benefit fund", "individual medical account", or "simplified
      medical account", annual additions to such plans shall be limited as
      follows to meet the requirements of Code Section 415:

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________


                                       39
<PAGE>
                                    ADDENDUM

                              RE: 416 CONTRIBUTION
                                       FOR

PLAN NAME: Axsys Technologies, Inc. 401(k) Retirement Plan

(a)   OTHER METHOD OF SATISFYING THE REQUIREMENTS OF 416 - If the Employer, or
      any employer required to be aggregated with the Employer under Code
      Section 416, maintains any other qualified defined contribution or defined
      benefit plans, the minimum benefit requirements of Code Section 416 shall
      be satisfied as follows:


      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________


                                       40
<PAGE>
                                SNAP OFF ADDENDUM

                     RE: EFFECTIVE DATES FOR GUST COMPLIANCE

PLAN NAME: Axsys Technologies, Inc. 401(k) Retirement Plan

Notwithstanding any other provision of the Plan to the contrary, to comply with
changes required by the Retirement Protection Act of 1994 ("GATT"), the Uniform
Services Employment and Reemployment Rights Act of 1994 ("USERRA") the Small
Business Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief Act of 1997
("TRA '97") and the Internal Revenue Service Restructuring and Reform Act of
1998 (collectively, "GUST"), the following provisions shall apply effective as
of the dates set forth below.

      (A)   THE FOLLOWING ELECTIONS WERE IN EFFECT FOR PLAN YEARS BEGINNING ON
            OR AFTER JANUARY 1, 1997 AND ENDING BEFORE THE DATE SPECIFIED IN
            SUBSECTION 1.01(G)(2):

            (1)   HCE DETERMINATIONS HISTORY - The Plan was operated in
                  accordance with the provisions of Subsections 1.06(a) and
                  1.06(b), unless otherwise provided below.

                  (A)   [ ]   HCE Determinations: Look Back Year Elections - For
                              the following Plan Year(s), the Plan was operated
                              in accordance with a different look back year
                              election as provided below:

                  (B)   [X]   HCE Determinations: Top Paid Group Elections - For
                              the following Plan Year(s), the Plan was operated
                              in accordance with a different top paid group
                              election as provided below:

                              1997, 1998 and 1999

            (2)   ADP/ACP TESTING METHODS HISTORY - The Plan was operated using
                  the testing method shown in Subsection 1.06(a), unless
                  otherwise provided below.

                  (A)   [X]   For the following Plan Years, the Plan was
                              operated in accordance with a different method as
                              provided blow:

                              1997, 1998 and 1999

            (3)   FIRST YEAR TESTING METHOD - If the first Plan Year that the
                  Plan, other than a successor plan, permitted Deferral
                  Contributions or provided for either Employee or Matching
                  Employer Contributions, occurred on or after January 1, 1997
                  but prior to the Effective Date specified in Subsection
                  1.01(g)(2), the "ADP" and/or "ACP" test for such first Plan
                  Year was applied using the actual "ADP" and/or "ACP" of
                  Non-Highly Compensated Employees for such first Plan Year,
                  unless otherwise provided below.

                  (A)   [ ]   The "ADP" and/or "ACP" test for the first Plan
                              Year that the Plan permitted Deferral
                              Contributions or provided for either Employee or
                              Matching Employer Contributions was applied
                              assuming a 3% "ADP" and/or "ACP" for Non-Highly
                              Compensated Employees.


                                       41
<PAGE>
                  (B)   THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE
                        FOLLOWING DATES, EXCEPT AS OTHERWISE PROVIDED IN THE
                        APPLICABLE SUBSECTION(S) (A):

            (1)   The definition of "Required Beginning Date" in Subsection
                  2.01(ss) is effective January 1, 1997.

                  (A)   [X]   Later effective date applicable to the definition
                              of Required Beginning Date in Subsection 2.01(ss)
                              04/15/2000: (CANNOT BE LATER THAN THE JANUARY 1
                              FOLLOWING THE DATE SPECIFIED IN SUBSECTION
                              1.01(g)(2)).

            (2)   The elimination of all family aggregation rules is effective
                  for Plan Years beginning on or after January 1, 1997.

                  (A)   [X]   Later effective date applicable to elimination of
                              family aggregation rules: 04/15/2000 (CANNOT BE
                              LATER THAN THE FIRST DAY OF THE PLAN YEAR IN WHICH
                              THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)
                              OCCURS).

            (3)   The inclusion in Compensation for purposes of Code Section 415
                  of amounts excluded from gross income under a salary reduction
                  agreement by reason of the application of Code Sections 125,
                  402(e)(3), 402(h), or 403(b), as provided in Subsection
                  6.12(d), is effective for Limitation Years beginning on or
                  after January 1, 1998.

                  (A)   [X]   Later effective date applies to modification of
                              definition of Compensation for Code Section 415
                              purposes: 04/15/2000 (CANNOT BE LATER THAN THE
                              FIRST DAY OF THE LIMITATION YEAR IN WHICH THE DATE
                              SPECIFIED IN SUBSECTION 1.01(g)(2) OCCURS).

            (4)   The increase in the cash out limitation from $3,500 to $5,000
                  is effective the first day of the first Plan Year beginning
                  after August 5, 1997.

                  (A)   [X]   Later effective date applies to increase in cash
                              out limitation: 04/15/2000 (CANNOT BE LATER THAN
                              THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)).

            (5)   The elimination of the "look back" requirement for mandatory
                  cashouts with respect to Participants whose Accounts are not
                  subject to the requirements of Section 14.04 shall be
                  effective with respect to distributions made on or after March
                  22, 1999.

                  (A)   [X]   Later effective date applies to elimination of
                              look back requirement for mandatory cashouts:
                              04/15/2000 (CANNOT BE LATER THAN THE DATE
                              SPECIFIED IN SUBSECTION 1.01(g)(2).

            (6)   The exclusion from the definition of "eligible rollover
                  distribution" in Subsection 13.04(c) of hardship withdrawals
                  of Deferral Contributions made in accordance with the
                  provisions of Section 10.05 or the Protected In-Service
                  Withdrawal Addendum to the Adoption Agreement is effective for
                  distributions made on or after January 1, 1999.

                  (A)   [ ]   Later effective date applies to rollover treatment
                              of hardship withdrawals of Deferral Contributions:
                              _______ (CANNOT BE LATER THAN THE EARLIER OF
                              JANUARY 1, 2000 OR THE DATE SPECIFIED IN
                              SUBSECTION 1.01(g)(2)).


                                       42
<PAGE>
      (C)   THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING DATES:

            (1)   The inclusion in Compensation of amounts excluded from gross
                  income under a salary reduction agreement by reason of the
                  application of Code Sections 132(f)(4) (the "132(f)
                  Amendment") as provided in Subsections 2.01(s) and 2.01(z) and
                  Sections 5.02 and 15.03 is effective for Plan Years beginning
                  on or after January 1, 2001, or if earlier, the first day of
                  the Plan Year in which the Plan has been operated in
                  accordance with the 132(f) Amendment, but, in no case earlier
                  than the first Plan Year beginning on or after January 1,
                  1998.

                  The 132(f) Amendment, as provided in Subsection 6.12(d) is
                  effective for Limitation Years beginning on or after January
                  1, 2001, or, if earlier, the first day of the Limitation Year
                  in which the Plan has been operated in accordance with the
                  132(f) Amendment, but, in no case earlier than the first
                  Limitation Year beginning on or after January 1, 1998.

            (2)   The definition of "Highly Compensated Employee" in Subsection
                  2.01(z) is effective for Plan Years beginning on or after
                  January 1, 1997.

            (3)   The definition of "Leased Employee" in Subsection 2.01(cc) is
                  effective for Plan Years beginning on or after January 1,
                  1997.

            (4)   The change in the "maximum permissible amount", as defined in
                  Subsection 6.01(r) to $30,000 adjusted for cost of living
                  increases, is effective for Limitation Years beginning on or
                  after January 1, 1995.

            (5)   The rules for applying the "ADP" test, described in Section
                  6.03, and the "ACP" test, described in Section 6.06 are
                  effective for Plan Years beginning on or after January 1,
                  1997.

            (6)   The rules for allocating and distributing "excess
                  contributions", as provided in Section 6.04, and the rules for
                  allocation, distribution and forfeiture of "excess aggregate
                  contributions", as provided in Section 6.07 are effective for
                  Plan Years beginning on or after January 1, 1997.

            (7)   The 4% limitation on discretionary matching employer
                  contributions in the event the Plan is intended to satisfy the
                  safe harbor contribution requirements under the Code such that
                  the "ADP" test (and, if applicable, the "ACP" test) is deemed
                  satisfied is effective only for Plan Years beginning on or
                  after January 1, 2000.

            (8)   The provisions of Section 18.03, regarding the Code Section
                  401(a)(13)(C) and (D) exceptions to the nonalienability of
                  benefits rules, apply to judgments, orders, and decrees issued
                  and settlement agreements entered into on or after August 5,
                  1997.

            (9)   The provisions of Section 18.07, regarding veterans
                  reemployment rights, are effective December 12, 1994.


                                       43
<PAGE>
      (D)   FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
            1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT
            ARE RELATED TO GUST SHALL APPLY IN ACCORDANCE WITH THE PROVISIONS OF
            THIS AMENDMENT AND RESTATEMENT, EXCEPT AS OTHERWISE PROVIDED BELOW:

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

      (E)   FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
            1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT
            ARE RELATED TO GUST SHALL APPLY TO ALL PLANS MERGED INTO THE PLAN
            DURING THE PERIOD COVERED BY THIS ADDENDUM EXCEPT TO THE EXTENT ANY
            SUCH MERGED PLAN IS AMENDED TO PROVIDE OTHERWISE OR AS PROVIDED
            BELOW:

      Automated Engineering Inc. 401(k) Profit Sharing Plan and Trust did not
      use Top paid group election for

      97, 98, 99, 00.

      Speedring System, Inc. Deferred Income Retirement Plan did not use top
      paid group election for years

      1997, 1998, 1999, 2000.

      Speedring, Inc. Deferred Income Retirement Plan used prior year method for
      year 2000.


                                       44
<PAGE>
       THE CORPORATEPLAN FOR RETIREMENT(SM) (PROFIT SHARING 401(k) PLAN)

                         ADDENDUM TO ADOPTION AGREEMENT

                       FIDELITY BASIC PLAN DOCUMENT NO. 02

                RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION
                      ACT OF 2001 ("EGTRRA") AMENDMENTS FOR

PLAN NAME: AXSYS TECHNOLOGIES, INC. 401 (K) RETIREMENT PLAN

PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

      (A)   CATCH-UP CONTRIBUTIONS. The Employer must select either (1) or (2)
            below to indicate whether eligible Participants age 50 or older by
            the end of a calendar year will be permitted to make catch-up
            contributions to the Plan, as described in Section 5.03(b)(1):

            (1)   [X]   Catch-up contributions shall apply effective January 1,
                        2002, unless a later effective date is specified herein.
                        _____

            (2)   [ ]   Catch-up contributions shall not apply.

            NOTE: The Employer must NOT select (a)(1) above unless all plans of
            all employers treated, with the Employer, as a single employer under
            subsections (b), (c), (m), or (o) of Code Section 414 also permit
            catch up contributions (except a plan maintained by the Employer
            that is qualified under Puerto Rico law), as provided in Code
            Section 414(v)(4) and IRS guidance issued thereunder. The effective
            date applicable to catch-up contributions must likewise be
            consistent among all plans described immediately above, to the
            extent required in Code Section 414(v)(4) and IRS guidance issued
            thereunder.

      (B)   PLAN LIMIT ON ELECTIVE DEFERRAL FOR PLANS PERMITTING CATCH-UP
            CONTRIBUTIONS. This Section (b) is inapplicable if the Plan
            converted to this Fidelity document from any other document
            effective after April 1, 2002.

            For Plans that permit catch-up contributions beginning on or before
            April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit
            described in Section 5.03(b)(2) shall apply beginning April 1, 2002,
            unless (b)(1) or (b)(2) is selected below. For Plans that permit
            catch up contributions beginning after April 1, 2002, pursuant to
            (a)(1) above, the Plan Limit set out in Section 1.07 (a)(1) shall
            continue to apply unless and until the Employer's election in (b)(2)
            below, if any, provides for a change in the Plan Limit.

            (1)   [ ]   The Plan Limit set out in Section 1.07(a)(1) shall
                        continue to apply on and after April 1, 2002.


                                       45
<PAGE>
            (2)   [ ]   The Plan Limit set out in Section 1.07(a)(1) shall
                        continue to apply until ______ (cannot be before April
                        1, 2002), and the Plan Limit after that date shall be
                        ____% of Compensation each payroll period.

      (C)   MATCHING EMPLOYER CONTRIBUTIONS ON CATCH-UP CONTRIBUTIONS. The
            Employer must select the box below only if the Employer selected
            (a)(1) above, and the Employer wants to provide Matching Employer
            Contributions on catch-up contributions. In that event, the same
            rules that apply to Matching Employer Contributions on Deferral
            Contributions other than catch-up contributions will apply to
            Matching Employer Contributions on catch-up contributions.

            [ ]   Notwithstanding anything in 2.01(1) to the contrary,
                  Matching Employer Contributions under Section 1.10 shall apply
                  to catch-up contributions described in Section 5.03(b)(1).

      (D)   VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Complete this section
            (d) only if the vesting schedule for Matching Employer Contributions
            under the Plan must be amended to comply with EGTRRA. This is the
            case if, in the absence of an amendment, the vesting schedule for
            Matching Employer Contributions would not be at least as rapid as
            Three-Year Cliff or Six-Year Graded Vesting, effective for
            Participants with at least one Hour of Service on or after the first
            Plan Year beginning after December 31, 2001, subject to the rule
            described in (2) below. Complete (d)(1) to specify the new vesting
            schedule; any vesting schedule changes must conform to the
            requirements of Section 16.04 of the Plan. Only complete (d)(2) if
            your Plan is maintained pursuant to a collective bargaining
            agreement ratified by June 7, 2001. Complete (d)(3) if the Employer
            wants to apply the vesting schedule selected in (d)(1) to only the
            portion of a Participant's accrued benefits derived from Matching
            Employer Contributions for Plan Years beginning after December 31,
            2001.

            (1)   VESTING SCHEDULE FOR MATCHING EMPLOYER CONTRIBUTIONS. Unless
                  the Employer checks the box in (d)(3) of this EGTRRA
                  Amendments Addendum, the Vesting Schedule set forth below
                  shall apply to all accrued benefits derived from Matching
                  Employer Contributions for Participants who complete an Hour
                  of Service under the Plan in a Plan Year beginning after
                  December 31, 2001, regardless of the Plan Year for which such
                  contributions are made, subject to the Employer's election of
                  a later effective date as indicated in (d)(2) below:

                  [ ]   100% Vesting immediately

                  [ ]   3-Year Cliff (see C below)

                  [ ]   6-Year Graded (see E below)

                  [ ]   Other Vesting Schedule (complete G3 below, but must be
                        at least as favorable as either C or E)

                           APPLICABLE VESTING SCHEDULE

<TABLE>
<CAPTION>
    YEARS OF
VESTING SERVICE                C                      E                     G3
--------------------------------------------------------------------------------
<S>                           <C>                    <C>                   <C>
       0                       0%                     0%                    __%
       1                       0%                     0%                    __%
       2                       0%                     20%                   __%
       3                      100%                    40%                   __%
       4                      100%                    60%                   __%
       5                      100%                    80%                   __%
  6 or more                   100%                   100%                  100%
</TABLE>


                                       46
<PAGE>
            (2)   DELAYED EFFECTIVE DATE FOR PLANS SUBJECT TO COLLECTIVE
                  BARGAINING. If the plan is maintained pursuant to one or more
                  collective bargaining agreements ratified by June 7, 2001, the
                  effective date for faster vesting of Matching Employer
                  Contributions for Participants covered by such a collective
                  bargaining agreement can be delayed by checking the box below
                  and inserting the effective date which is the first day of the
                  first Plan Year beginning on or after the earlier of (i)
                  January 1, 2006, or (ii) the later of the date on which the
                  last of the collective bargaining agreements described above
                  terminates (without regard to any extension on or after June
                  7, 2001), or January 1, 2002.

                  [ ]   The vesting schedule elected by the Employer in (d)(1)
                        above shall apply to those Participants covered by a
                        collective bargaining agreement(s) ratified by June 7,
                        2001, who have at least one Hour of Service on or after
                        ________. Unless the Employer selects the box in (d)(3)
                        below, the vesting schedule selected in (d)(1) above
                        shall apply to the entire accrued benefit derived from
                        Matching Employer Contributions of such Participants
                        with an Hour of Service in a Plan Year beginning on or
                        after the date specified herein. For all other
                        Participants, the vesting schedule shall apply as of the
                        date and in the manner described in (d)(1) and, where
                        applicable, (d)(3).

            (3)   GRANDFATHERED APPLICATION OF PRIOR VESTING SCHEDULE. The
                  Employer must check the box below only if the Employer wants
                  to grandfather an existing vesting schedule and apply the
                  vesting schedule that the Employer selected in (d)(1) above to
                  only that portion of a Participant's accrued benefit derived
                  from Matching Employer Contributions for Plan Years beginning
                  after December 31, 2001 (and/or for Plan Years beginning on or
                  after the date specified in (d)(2), for any Participants
                  subject to (d)(2), if selected by the Employer).

                  [ ]   The Vesting Schedule in (d)(1) above shall apply only to
                        the portion of a Participant's accrued benefits derived
                        from Matching Employer Contributions under the Plan in a
                        Plan Year beginning after December 31, 2001, or such
                        later date applicable to the Participant if specified in
                        (d)(2) above.

      (E)   ROLLOVERS OF AFTER-TAX EMPLOYEE CONTRIBUTIONS TO THE PLAN. The
            Employer must mark the box below only if the Employer does not want
            the Plan to accept Participant Rollover Contributions of qualified
            plan after-tax employee contributions, as described in Section 5.06,
            which would otherwise be effective for distributions after December
            31, 2001:

            [ ]   Participant Rollover Contributions or direct rollovers of
                  qualified plan after-tax employee contributions shall not be
                  accepted by the Plan at any time.

      (F)   APPLICATION OF THE SAME DESK RULE. The Employer must mark the box
            below only if the Employer wants to discontinue the application of
            the same desk rule set forth in Section 12.01(a).

            [ ]   Effective for distributions from the Plan after December 31,
                  2001, or such later date as specified herein ______, a
                  Participant's elective deferrals, qualified nonelective
                  contributions and qualified matching contributions, if
                  applicable, and earnings attributable to such amounts shall be
                  distributable, upon a severance from employment as described
                  in Section 12.01(b), effective only for severances occurring
                  after ____ (or, if no date is entered, regardless of when the
                  severance occurred).


                                       47
<PAGE>
                               AMENDMENT EXECUTION
                                (EMPLOYER'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
8th day of January , 2003.

EMPLOYER:    Axsys Technologies, Inc.        EMPLOYER:
             ------------------------------             ------------------------
By:          Bonnie Brooks                   By:
             ------------------------------             ------------------------
Title:       Corporate Benefits Coordinator  Title:
             ------------------------------             ------------------------
             401(k) Plan Administrator

ACCEPTED BY: Fidelity Management Trust Company, as Trustee

By:          /s/ Linda A. Scherer            Date:             1/15/2003
             ------------------------------             ------------------------
Title:       Linda A. Scherer
             ------------------------------
             Authorized Signatory


                                       48
<PAGE>
        THE CORPORATEPLAN FOR RETIREMENT(SM) (PROFIT SHARING/401(K) PLAN)

                         ADDENDUM TO ADOPTION AGREEMENT

                       FIDELITY BASIC PLAN DOCUMENT NO. 02

    RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA")
                                 AMENDMENTS FOR

PLAN NAME: Axsys Technologies, Inc. 401(k) Retirement Plan

PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

      (A)   CATCH-UP CONTRIBUTIONS. The Employer must select either (1) or (2)
            below to indicate whether eligible Participants age 50 or older by
            the end of a calendar year will be permitted to make catch-up
            contributions to the Plan, as described in Section 5.03(b)(l):

            (1)   [X]   Catch-up contributions shall apply effective January 1,
                        2002, unless a later effective date is specified herein,
                        _____.

            (2)   [ ]   Catch-up contributions shall not apply.

            NOTE: The Employer must NOT select (a)( 1) above unless all plans of
            all employers treated, with the Employer, as a single employer under
            subsections (b), (c), (m), or (o) of Code Section 414 also permit
            catch up contributions (except a plan maintained by the Employer
            that is qualified under Puerto Rico law), as provided in Code
            Section 4l4(v)(4) and IRS guidance issued thereunder. The effective
            date applicable to catch-up contributions must likewise be
            consistent among all plans described immediately above, to the
            extent required in Code Section 414(v)(4) and IRS guidance issued
            thereunder.

      (B)   PLAN LIMIT ON ELECTIVE DEFERRAL FOR PLANS PERMITTING CATCH-UP
            CONTRIBUTIONS. This Section (b) is inapplicable if the Plan
            converted to this Fidelity document from any other document
            effective after April 1, 2002.

            For Plans that permit catch-up contributions beginning on or before
            April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit
            described in Section 5.03(b)(2) shall apply beginning April 1, 2002,
            unless (b)(1) or (b)(2) is selected below. For Plans that permit
            catch up contributions beginning after April 1, 2002, pursuant to
            (a)(l) above, the Plan Limit set out in Section 1.07(a)(1) shall
            continue to apply unless and until the Employer's election in (b)(2)
            below, if any, provides for a change in the Plan Limit.

            (1)   [ ]   The Plan Limit set out in Section l.07(a)(l) shall
                        continue to apply on and after April 1, 2002.


                                       49
<PAGE>
            (2)   [ ]   The Plan Limit set out in Section 1.07(a)(l) shall
                        continue to apply until ______ (cannot be before April
                        1, 2002), and the Plan Limit after that date shall be
                        __% of Compensation each payroll period.

      (C)   MATCHING EMPLOYER CONTRIBUTIONS ON CATCH-UP CONTRIBUTIONS. The
            Employer must select the box below only if the Employer selected
            (a)(l) above, and the Employer wants to provide Matching Employer
            Contributions on catch-up contributions. In that event, the same
            rules that apply to Matching Employer Contributions on Deferral
            Contributions other than catch-up contributions will apply to
            Matching Employer Contributions on catch-up contributions.

            [ ]   Notwithstanding anything in 2.01(1) to the contrary, Matching
                  Employer Contributions under Section 1.10 shall apply to
                  catch-up contributions described in Section 5.03(b)(l).

      (D)   VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Complete this section
            (d) only if the vesting schedule for Matching Employer Contributions
            under the Plan must be amended to comply with EGTRRA. This is the
            case if, in the absence of an amendment, the vesting schedule for
            Matching Employer Contributions would not be at least as rapid as
            Three-Year Cliff or Six-Year Graded Vesting, effective for
            Participants with at least one Hour of Service on or after the first
            Plan Year beginning after December 31, 2001, subject to the rule
            described in (2) below. Complete (d)(l) to specify the new vesting
            schedule; any vesting schedule changes must conform to the
            requirements of Section 16.04 of the Plan. Only complete (d)(2) if
            your Plan is maintained pursuant to a collective bargaining
            agreement ratified by June 7, 2001. Complete (d)(3) if the Employer
            wants to apply the vesting schedule selected in (d)(l) to only the
            portion of a Participant's accrued benefits derived from Matching
            Employer Contributions for Plan Years beginning after December 31,
            2001.

            (1)   VESTING SCHEDULE FOR MATCHING EMPLOYER CONTRIBUTIONS. Unless
                  the Employer checks the box in (d)(3) of this EGTRRA
                  Amendments Addendum, the Vesting Schedule set forth below
                  shall apply to all accrued benefits derived from Matching
                  Employer Contributions for Participants who complete an Hour
                  of Service under the Plan in a Plan Year beginning after
                  December 31, 2001, regardless of the Plan Year for which such
                  contributions are made, subject to the Employer's election of
                  a later effective date as indicated in (d)(2) below:

                  [ ]   100% Vesting immediately

                  [ ]   3-Year Cliff (see C below)

                  [ ]   6-Year Graded (see E below)

                  [ ]   Other Vesting Schedule (complete G3 below, but must be
                        at least as favorable as either C or E)

                           APPLICABLE VESTING SCHEDULE

<TABLE>
<CAPTION>
    YEARS OF
VESTING SERVICE                C                      E                   G3
--------------------------------------------------------------------------------
<S>                           <C>                    <C>                 <C>
       0                       0%                     0%                  __%
       1                       0%                     0%                  __%
       2                       0%                     20%                 __%
       3                      100%                    40%                 __%
       4                      100%                    60%                 __%
       5                      100%                    80%                 __%
   6 or more                  100%                   100%                100%
</TABLE>


                                       50
<PAGE>
            (2)   DELAYED EFFECTIVE DATE FOR PLANS SUBJECT TO COLLECTIVE
                  BARGAINING. If the plan is maintained pursuant to one or more
                  collective bargaining agreements ratified by June 7, 2001, the
                  effective date for faster vesting of Matching Employer
                  Contributions for Participants covered by such a collective
                  bargaining agreement can be delayed by checking the box below
                  and inserting the effective date, which is the first day of
                  the first Plan Year beginning on or after the earlier of (i)
                  January 1, 2006, or (ii) the later of the date on which the
                  last of the collective bargaining agreements described above
                  terminates (without regard to any extension on or after June
                  7, 2001), or January 1, 2002.

                  [ ]   The vesting schedule elected by the Employer in (d)(1)
                        above shall apply to those Participants covered by a
                        collective bargaining agreement(s) ratified by June 7,
                        2001, who have at least one Hour of Service on or after
                        ________. Unless the Employer selects the box in (d)(3)
                        below, the vesting schedule selected in (d)(l) above
                        shall apply to the entire accrued benefit derived from
                        Matching Employer Contributions of such Participants
                        with an Hour of Service in a Plan Year beginning on or
                        after the date specified herein. For all other
                        Participants, the vesting schedule shall apply as of the
                        date and in the manner described in (d)(1) and, where
                        applicable, (d)(3).

            (3)   GRANDFATHERED APPLICATION OF PRIOR VESTING SCHEDULE. The
                  Employer must check the box below only if the Employer wants
                  to grandfather an existing vesting schedule and apply the
                  vesting schedule that the Employer selected in (d)(1) above to
                  only that portion of a Participant's accrued benefit derived
                  from Matching Employer Contributions for Plan Years beginning
                  after December 31, 2001, (and/or for Plan Years beginning on
                  or after the date specified in (d)(2), for any Participants
                  subject to (d)(2), if selected by the Employer).

                  [ ]   The Vesting Schedule in (d)(l) above shall apply only to
                        the portion of a Participant's accrued benefits derived
                        from Matching Employer Contributions under the Plan in a
                        Plan Year beginning after December 31, 2001, or such
                        later date applicable to the Participant if specified in
                        (d)(2) above.

            (E)   ROLLOVERS OF AFTER- TAX EMPLOYEE CONTRIBUTIONS TO THE PLAN.
                  The Employer must mark the box below only if the Employer does
                  not want the Plan to accept Participant Rollover Contributions
                  of qualified plan after-tax employee contributions, as
                  described in Section 5.06, which would otherwise be effective
                  for distributions after December 31, 2001:

                  [ ]   Participant Rollover Contributions or direct rollovers
                        of qualified plan after-tax employee contributions shall
                        not be accepted by the Plan at any time.

            (F)   APPLICATION OF THE SAME DESK RULE. The Employer must mark the
                  box below only if the Employer wants to discontinue the
                  application of the same desk rule set forth in Section
                  12.01(a).

                  [ ]   Effective for distributions from the Plan after December
                        31, 2001, or such later date as specified herein
                        _______, a Participant's elective deferrals, qualified
                        nonelective contributions and qualified matching
                        contributions, if applicable, and earnings attributable
                        to such amounts shall be distributable, upon a severance
                        from employment as described in Section 12.01(b),
                        effective only for severances occurring after _______
                        (or, if no date is entered, regardless of when the
                        severance occurred).


                                       51
<PAGE>
                               AMENDMENT EXECUTION
                                (EMPLOYER'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
8th day of January , 2003.

EMPLOYER:  Axsys Technologies, Inc.        EMPLOYER:
           ------------------------------             --------------------------
By:        Bonnie Brooks                   By:
           ------------------------------             --------------------------
Title:     Corporate Benefits Coordinator  Title:
           ------------------------------             --------------------------
           401(k) Plan Administrator

ACCEPTED BY:  Fidelity Management Trust Company, as Trustee

By:        /s/ Linda A. Scherer            Date:               1/15/2003
           ------------------------------             --------------------------
Title:     Linda A. Scherer
           ------------------------------
           Authorized Signatory


                                       52
<PAGE>
                            AMENDMENT EXECUTION PAGE

      This page is to be completed in the event the Employer modifies any prior
election(s) or makes a new election(s) in this Adoption Agreement. Attach the
amended page(s) of the Adoption Agreement to this execution page.

      The following section(s) of the Plan are hereby amended effective as of
the date(s) set forth below:

<TABLE>
<CAPTION>
           Section Amended                      Page              Effective Date
--------------------------------------------------------------------------------
<S>                                             <C>               <C>
1.02(b)                                          2                   4/8/2004

1.16                                             18                  4/8/2004

Addendum Re: Special Effective Dates (a)         28                  4/8/2004
</TABLE>

      IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
this 2 day of April, 2004.

Employer:  /s/ David Almeida           Employer:  /s/ Bonnie Brooks
           --------------------------             ------------------------------

By:                                    By:
           --------------------------             ------------------------------
Title:     CFO & VP of                 Title:     Corporate Benefits Coordinator
           --------------------------             ------------------------------
           Finance & Admin.                       401(k) Plan Administrator

Accepted by:

Fidelity Management Trust Company, as Trustee

By:        /s/ Robert Q. Buckles       Date:      April 26, 2004
           --------------------------             ------------------------------

Title:     Robert Q. Buckles
           --------------------------
           Authorized Signatory


                                       53
<PAGE>
                  This is (check one):

                  (A)   [X]    an amendment and restatement of a Basic Plan
                               Document No. 02 Adoption Agreement previously
                               executed by the Employer; or

                  (B)   [ ]    a conversion to a Basic Plan Document No. 02
                               Adoption Agreement.

            (2)   The original effective date of the Plan: 4/1/1985

            (3)   This is an amendment and restatement of the Plan and the Plan
                  was not amended prior to the effective date specified in
                  Subsection 1.01(g)(2) above to comply with the requirements of
                  the Acts specified in the Snap Off Addendum to the Adoption
                  Agreement. The provisions specified in the Snap Off Addendum
                  are effective as of the dates specified in the Snap Off
                  Addendum, which dates may be prior to the Amendment Effective
                  Date. Please read and complete, if necessary, the Snap Off
                  Addendum to the Adoption Agreement.

            (4)   [X]   Special Effective Dates - Certain provisions of the Plan
                        shall be effective as of a date other than the date
                        specified above. Please complete the Special Effective
                        Dates Addendum to the Adoption Agreement indicating the
                        affected provisions and their effective dates.

            (5)   [ ]   Plan Merger Effective Dates. Certain plan(s) were merged
                        into the Plan and certain provisions of the Plan are
                        effective with respect to the merged plan(s) as of a
                        date other than the date specified above. Please
                        complete the Special Effective Dates Addendum to the
                        Adoption Agreement indicating the plan(s) that have
                        merged into the Plan and the effective date(s) of such
                        merger(s).

1.02 EMPLOYER

      (a)   EMPLOYER NAME: Axsys Technologies, Inc
                           -----------------------------------------------------

            Address:         175 Capital Blvd.
                             Suite 103
                           -----------------------------------------------------
                             Rocky Hill, CT 06067
                           -----------------------------------------------------
            Contact's Name:  Ms. Bonnie Brooks
                           -----------------------------------------------------
            Telephone Number: (860) 594-5742
                              --------------------------------------------------

            (1)               Employer's Tax Identification Number: 11-1962029
                                                                   -------------

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

            (3)               Date business commenced; 1/1/1959
                                                      --------------------------

      (b)   THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S) (AS
            DEFINED IN SUBSECTION 2. 01(rr)) (list each participating Related
            Employer and its Employer Tax Identification Number):

            Employer:                  Tax ID:        Designation:

            Speedring, Inc             33-0171440     Related (controlled group)
            Speedring Systems, inc.    22-2874180     Related (controlled group)
            Telic Optics, Inc.         04-2918888     Related (controlled group)



                                       54
<PAGE>
            NOTE: If the Plan is being amended to provide a more restrictive
            vesting schedule, the more favorable vesting schedule shall continue
            to apply to Participants who are Active Participants immediately
            prior to the later of (1) the effective date of the amendment or (2)
            the date the amendment is adopted.

      (C)   [ ]   A vesting schedule more favorable than the vesting schedule(s)
                  selected above applies TO CERTAIN PARTICIPANTS. Please
                  complete the Vesting Schedule Addendum to the Adoption
                  Agreement.

      (D)   APPLICATION OF FORFEITURES - If a Participant forfeits any portion
            of his non-vested Account balance as provided in Section 6.02, 6.04,
            6.07, or 11.08, such forfeitures shall be (check one):

            (1)   [ ]   N/A - Either (A) no Matching Employer Contributions are
                        made with respect to Deferral Contributions under the
                        Plan and all other Employer Contributions are 100%
                        vested when made or (B) there are no Employer
                        Contributions under the Plan.

            (2)   [X]   applied to reduce Employer contributions.

            (3)   [ ]   allocated among the Accounts of eligible Participants in
                        the manner provided in Section 1.11. (ONLY IF OPTION
                        1.11(A) OR (B) IS CHECKED.)

1.16 PREDECESSOR EMPLOYER SERVICE

      [X]   Service for purposes of eligibility in Subsection 1.04(b) and
            vesting in Subsection 1.15(b) of THIS PLAN SHALL INCLUDE SERVICE
            WITH THE FOLLOWING PREDECESSOR EMPLOYER(S):

            Telic Optics, Inc., for those Employees who are employed by Telic
            Optics, Inc. on the date that Telic Optics, Inc. became and Employer

1.17 PARTICIPANT LOANS

      PARTICIPANT LOANS (check one):

      (a)   [X]   are allowed in accordance with Article 9 and loan procedures
                  outlined in the Service AGREEMENT.

      (b)   [ ]   are not allowed.


                                       55
<PAGE>
                                    ADDENDUM

                           RE: SPECIAL EFFECTIVE DATES

                                       FOR

PLAN NAME: Axsys Technologies, Inc. 401(k) Retirement Plan

      (A)   [X]   Special Effective Dates for Other Provisions - The following
                  provisions (e.g., new eligibility requirements, new
                  contribution formula, etc.) shall be effective as of the dates
                  specified herein:

            For Employees of Telic Optics, Inc. who are Eligible Employees and
            satisfy the eligibility requirements in Subsections 1.04(a) and
            1.04(b) as of the date Telic Optics, Inc. became an Employer under
            the Plan, the Entry Date shall be the date Telic Optics, Inc. became
            an Employer under the Plan

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

      (b)   [ ]   Plan Merger Effective Dates - The following plan(s) were
                  merged into the Plan after the Effective Date indicated in
                  Subsection l.01(g)(l) or (2), as applicable. The provisions of
                  the Plan are effective with respect to the merged plan(s) as
                  of the date(s) indicated below:

      __________________________________________________________________________

      (1)   Name of merged plan:
      __________________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             Effective date:
             ___________________________________________________________________


                                       56
<PAGE>
      __________________________________________________________________________

      (2)   Name of merged plan:
      __________________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             Effective date:
             ___________________________________________________________________


      __________________________________________________________________________

      (3)   Name of merged plan:
      __________________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             Effective date:
             ___________________________________________________________________


      __________________________________________________________________________

      (4)   Name of merged plan:
      __________________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             Effective date:
             ___________________________________________________________________


      __________________________________________________________________________

      (5)   Name of merged plan:
      __________________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

             Effective date:
             ___________________________________________________________________



                                       57