<PAGE>   1
                                                                    EXHIBIT 4.2


                   REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                PLAN AND TRUST

                                 SPONSORED BY


                        MANCHESTER BENEFITS GROUP, LTD




                           BASIC PLAN DOCUMENT #R1

















                                                                  FEBRUARY 1993

COPYRIGHT 1993 THE McKAY HOCHMAN COMPANY, INC.


<PAGE>   2





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



<TABLE>
<CAPTION>
                           TABLE OF CONTENTS


PARAGRAPH                                                                 PAGE
---------                                                                 ----
<S>           <C>                                                         <C>
                                  ARTICLE I
                                 DEFINITIONS

      1.1      Actual Deferral Percentage                                    1
      1.2      Adoption Agreement                                            1
      1.3      Aggregate Limit                                               1
      1.4      Annual Additions                                              2
      1.5      Annuity Starting Date                                         2
      1.6      Applicable Calendar Year                                      2
      1.7      Applicable Life Expectancy                                    2
      1.8      Average Contribution Percentage (ACP)                         2
      1.9      Average Deferral Percentage (ADP)                             2
      1.10     Break In Service                                              3
      1.11     Code                                                          3
      1.12     Compensation                                                  3
      1.13     Contribution Percentage                                       4
      1.14     Defined Benefit Plan                                          5
      1.15     Defined Benefit (Plan) Fraction                               5
      1.16     Defined Contribution Dollar Limitation                        5
      1.17     Defined Contribution Plan                                     5
      1.18     Defined Contribution (Plan) Fraction                          5
      1.19     Designated Beneficiary                                        6
      1.20     Disability                                                    6
      1.21     Distribution Calendar Year                                    6
      1.22     Early Retirement Age                                          6
      1.23     Earned Income                                                 6
      1.24     Effective Date                                                6
      1.25     Election Period                                               6
      1.26     Elective Deferral                                             6
      1.27     Eligible Participant                                          7
      1.28     Employee                                                      7
      1.29     Employer                                                      7
      1.30     Entry Date                                                    7
      1.31     Excess Aggregate Contributions                                7
      1.32     Excess Amount                                                 7
      1.33     Excess Contribution                                           8
      1.34     Excess Elective Deferrals                                     8
      1.35     Family Member                                                 8
      1.36     First Distribution Calendar Year                              8
      1.37     Fund                                                          8
      1.38     Hardship                                                      8
      1.39     Highest Average Compensation                                  8
      1.40     Highly Compensated Employee                                   8
      1.41     Hour Of Service                                               9
      1.42     Key Employee                                                 10
      1.43     Leased Employee                                              10
      1.44     Limitation Year                                              10
      1.45     Master Or Prototype Plan                                     10
      1.46     Matching Contribution                                        10
</TABLE>

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<TABLE>
<S>           <C>                                                         <C>
      1.47     Maximum Permissible Amount                                   10
      1.48     Net Profit                                                   11
      1.49     Normal Retirement Age                                        11
      1.50     Owner-Employee                                               11
      1.51     Paired Plans                                                 11
      1.52     Participant                                                  11
      1.53     Participant's Benefit                                        11
      1.54     Permissive Aggregation Group                                 11
      1.55     Plan                                                         11
      1.56     Plan Administrator                                           11
      1.57     Plan Year                                                    11
      1.58     Present Value                                                11
      1.59     Projected Annual Benefit                                     11
      1.60     Qualified Deferred Compensation Plan                         12
      1.61     Qualified Domestic Relations Order                           12
      1.62     Qualified Early Retirement Age                               12
      1.63     Qualified Joint And Survivor Annuity                         12
      1.64     Qualified Matching Contribution                              12
      1.65     Qualified Non-Elective Contributions                         12
      1.66     Qualified Voluntary Contribution                             12
      1.67     Regional Prototype Plan                                      12
      1.68     Required Aggregation Group                                   13
      1.69     Required Beginning Date                                      13
      1.70     Rollover Contribution                                        13
      1.71     Salary Savings Agreement                                     13
      1.72     Self-Employed Individual                                     13
      1.73     Service                                                      13
      1.74     Shareholder Employee                                         13
      1.75     Simplified Employee Pension Plan                             13
      1.76     Sponsor                                                      13
      1.77     Spouse (Surviving Spouse)                                    14
      1.78     Super Top-Heavy Plan                                         14
      1.79     Taxable Wage Base                                            14
      1.80     Top-Heavy Determination Date                                 14
      1.81     Top-Heavy Plan                                               14
      1.82     Top-Heavy Ratio                                              14
      1.83     Top-Paid Group                                               15
      1.84     Transfer Contribution                                        16
      1.85     Trustee                                                      16
      1.86     Valuation Date                                               16
      1.87     Vested Account Balance                                       16
      1.88     Voluntary Contribution                                       16
      1.89     Welfare Benefit Fund                                         16
      1.90     Year Of Service                                              17

                                  ARTICLE II
                           ELIGIBILITY REQUIREMENTS

      2.1      Participation                                                18
      2.2      Change In Classification Of Employment                       18
      2.3      Computation Period                                           18
      2.4      Employment Rights                                            18
      2.5      Service With Controlled Groups                               18
      2.6      Owner-Employees                                              18
      2.7      Leased Employees                                             19
      2.8      Thrift Plans                                                 19
</TABLE>

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<TABLE>
<S>           <C>                                                         <C>
                                 ARTICLE III
                            EMPLOYER CONTRIBUTIONS

      3.1      Amount                                                       20
      3.2      Expenses And Fees                                            20
      3.3      Responsibility For Contributions                             20
      3.4      Return Of Contributions                                      20


                                  ARTICLE IV
                            EMPLOYEE CONTRIBUTIONS

      4.1      Voluntary Contributions                                      21
      4.2      Qualified Voluntary Contributions                            21
      4.3      Rollover Contribution                                        21
      4.4      Transfer Contribution                                        22
      4.5      Employer Approval Of Transfer Contributions                  22
      4.6      Elective Deferrals                                           22
      4.7      Required Voluntary Contributions                             23
      4.8      Direct Rollover Of Benefits                                  23


                                  ARTICLE V
                             PARTICIPANT ACCOUNTS

      5.1      Separate Accounts                                            24
      5.2      Adjustments To Participant Accounts                          24
      5.3      Allocating Employer Contributions                            25
      5.4      Allocating Investment Earnings And Losses                    25
      5.5      Participant Statements                                       25

                                  ARTICLE VI
                    RETIREMENT BENEFITS AND DISTRIBUTIONS

      6.1      Normal Retirement Benefits                                   26
      6.2      Early Retirement Benefits                                    26
      6.3      Benefits On Termination Of Employment                        26
      6.4      Restrictions On Immediate Distributions                      27
      6.5      Normal Form Of Payment                                       28
      6.6      Commencement Of Benefits                                     28
      6.7      Claims Procedures                                            29
      6.8      In-Service Withdrawals                                       29
      6.9      Hardship Withdrawal                                          30


                                 ARTICLE VII
                          DISTRIBUTION REQUIREMENTS

      7.1      Joint And Survivor Annuity Requirements                      32
      7.2      Minimum Distribution Requirements                            32
      7.3      Limits On Distribution Periods                               32
      7.4      Required Distributions On Or After The Required Beginning
               Date                                                         32
      7.5      Required Beginning Date                                      33
      7.6      Transitional Rule                                            34
      7.7      Designation Of Beneficiary For Death Benefit                 35
</TABLE>

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<TABLE>
<S>           <C>                                                         <C>
      7.8      Nonexistence Of Beneficiary                                  35
      7.9      Distribution Beginning Before Death                          35
      7.10     Distribution Beginning After Death                           35
      7.11     Distribution Of Excess Elective Deferrals                    36
      7.12     Distributions Of Excess Contributions                        37
      7.13     Distribution Of Excess Aggregate Contributions               37


                                 ARTICLE VIII
                   JOINT AND SURVIVOR ANNUITY REQUIREMENTS

      8.1      Applicability Of Provisions                                  39
      8.2      Payment Of Qualified Joint And Survivor Annuity              39
      8.3      Payment of Qualified Pre-Retirement Survivor Annuity         39
      8.4      Qualified Election                                           39
      8.5      Notice Requirements For Qualified Joint And Survivor
               Annuity                                                      40
      8.6      Notice Requirements For Qualified Pre-Retirement Survivor
               Annuity                                                      40
      8.7      Special Safe-Harbor Exception For Certain Profit-Sharing
               Plans                                                        40
      8.8      Transitional Joint And Survivor Annuity Rules                41
      8.9      Automatic Joint And Survivor Annuity And Early Survivor
               Annuity                                                      41
      8.10     Annuity Contracts                                            42

                                  ARTICLE IX
                                   VESTING

      9.1      Employee Contributions                                       43
      9.2      Employer Contributions                                       43
      9.3      Computation Period                                           43
      9.4      Requalification Prior To Five Consecutive One-Year Breaks
               In Service                                                   43
      9.5      Requalification After Five Consecutive One-Year Breaks
               In Service                                                   43
      9.6      Calculating Vested Interest                                  43
      9.7      Forfeitures                                                  44
      9.8      Amendment Of Vesting Schedule                                44
      9.9      Service With Controlled Groups                               44
      9.10     Application Of Prior Vesting Rules                           44


                                  ARTICLE X
                        LIMITATIONS ON ALLOCATIONS AND
                          ANTIDISCRIMINATION TESTING

      10.1     Participation In This Plan Only                              45
      10.2     Disposition Of Excess Annual Additions                       45
      10.3     Participation In This Plan And Another Regional Prototype
               Defined Contribution Plan, Welfare Benefit Fund, Or
               Individual Medical Account Maintained By The Employer        46
      10.4     Disposition Of Excess Annual Additions Under Two Plans       46
      10.5     Participation In This Plan And Another Defined Contribution
               Plan Which Is Not A Regional Prototype Plan                  47
      10.6     Participation In This Plan And A Defined Benefit Plan        47
      10.7     Limitations On Allocations                                   47
      10.8     Average Deferral Percentage (ADP) Test                       47
</TABLE>

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<TABLE>
<S>           <C>                                                         <C>
      10.9     Special Rules Relating To Application Of ADP Test            48
      10.10    Recharacterization                                           48
      10.11    Average Contribution Percentage (ACP) Test                   49
      10.12    Special Rules Relating To Application Of ACP Test            49


                                  ARTICLE XI
                                ADMINISTRATION

      11.1     Plan Administrator                                           51
      11.2     Trustee                                                      51
      11.3     Administrative Fees And Expenses                             52
      11.4     Division Of Duties And Indemnification                       52

                                 ARTICLE XII
                              TRUST FUND ACCOUNT

      12.1     The Fund                                                     54
      12.2     Control Of Plan Assets                                       54
      12.3     Exclusive Benefit Rules                                      54
      12.4     Assignment And Alienation Of Benefits                        54
      12.5     Determination Of Qualified Domestic Relations Order (QDRO)   54


                                 ARTICLE XIII
                                 INVESTMENTS

      13.1     Fiduciary Standards                                          56
      13.2     Trustee Appointment                                          56
      13.3     Investment Alternatives Of The Trustee                       56
      13.4     Participant Loans                                            57
      13.5     Insurance Policies                                           58
      13.6     Employer Investment Direction                                59
      13.7     Employee Investment Direction                                60

                                 ARTICLE XIV
                             TOP-HEAVY PROVISIONS

      14.1     Applicability Of Rules                                       61
      14.2     Minimum Contribution                                         61
      14.3     Minimum Vesting                                              61

                                  ARTICLE XV
                          AMENDMENT AND TERMINATION

      15.1     Amendment By Sponsor                                         62
      15.2     Amendment By Employer                                        62
      15.3     Termination                                                  62
      15.4     Qualification Of Employer's Plan                             63
      15.5     Mergers And Consolidations                                   63
      15.6     Resignation And Removal                                      63
      15.7     Qualification Of Prototype                                   63

                                 ARTICLE XVI
                                GOVERNING LAW
                                                                            64
</TABLE>

<PAGE>   7



                   REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                PLAN AND TRUST

                                 SPONSORED BY

                        MANCHESTER BENEFITS GROUP, LTD

The Sponsor hereby establishes the following Regional Prototype Defined
Contribution Plan and Trust for use by those of its adopting Employers who
qualify and wish to provide a qualified retirement program for its Employees.
Any Plan and Trust Account established hereunder shall be administered for the
exclusive benefit of Participants and their beneficiaries under the following
terms and conditions:

                                  ARTICLE I

                                 DEFINITIONS

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

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

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

Employer contributions on behalf of any Participant shall include:

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

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

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

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

1.3      AGGREGATE LIMIT  The sum of:

         (a)      125 percent of the greater of the ADP of the non-Highly
                  Compensated Employees for the Plan Year or the ACP of
                  non-Highly Compensated Employees under the Plan subject to
                  Code Section 401(m) for the Plan Year beginning with or
                  within the Plan Year of the cash or deferred arrangement as
                  described in Code Section 401(k) or Code Section
                  402(h)(1)(B) and

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

Alternatively, the Aggregate Limit may be expressed by substituting the word
"lesser" for the word "greater" where it appears in the first line of
sub-paragraph (a) and substituting the word "greater" for the word "lesser"
where it appears for the second time in the first line of sub-paragraph (b).

                                      1

<PAGE>   8

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

         (a)      Employer Contributions,

         (b)      Employee Contributions (under Article IV),

         (c)      forfeitures, and

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

         (e)      amounts derived from contributions paid or accrued after
                  1985, in taxable years ending after 1985, which are either
                  attributable to post-retirement medical benefits, allocated
                  to the account of a Key Employee, or a Welfare Benefit Fund
                  maintained by the Employer are also treated as Annual
                  Additions to a Defined Contribution Plan. For purposes of
                  this paragraph, an Employee is a Key Employee if he or she
                  meets the requirements of paragraph 1.42 at any time during
                  the Plan Year or any preceding Plan Year. Welfare Benefit
                  Fund is defined at paragraph 1.89.

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

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

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

1.7      APPLICABLE LIFE EXPECTANCY Used in determining the required minimum
distribution. The life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or Designated
Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday in
the applicable calendar year reduced by one for each calendar year which has
elapsed since the date life expectancy was first calculated. If life
expectancy is being recalculated, the Applicable Life Expectancy shall be the
life expectancy as so recalculated. The life expectancy of a non-Spouse
Beneficiary may not be recalculated.

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

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

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

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

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

                                      2

<PAGE>   9

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

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

         (c)      CODE SECTION 415 COMPENSATION.  For purposes of applying the
                  limitations of Article X and Top-Heavy Minimums, the
                  definition of Compensation shall be Code Section 415
                  Compensation defined as follows:  a Participant's Earned
                  Income, wages, salaries, and fees for professional services
                  and other amounts received (without regard to whether or not
                  an amount is paid in cash) for personal services actually
                  rendered in the course of employment with the Employer
                  maintaining the Plan to the extent that the amounts are
                  includable in gross income [including, but not limited to,
                  commissions paid salesmen, Compensation for services on the
                  basis of a percentage of profits, commissions on insurance
                  premiums, tips, bonuses, fringe benefits and reimbursements
                  or other expense allowances under a nonaccountable plan (as
                  described in Regulation 1.62-2(c)], and excluding the
                  following:

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

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

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

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

For purposes of applying the limitations of Article X and Top-Heavy Minimums,
the definition of Compensation shall be Code Section 415 Compensation
described in this paragraph 1.12(c). Also, for purposes of applying the
limitations of Article X, Compensation for a Limitation Year is the
Compensation actually paid or made available during such Limitation Year.
Notwithstanding the preceding sentence, Compensation for a Participant in a
defined contribution plan who is permanently and totally disabled [as defined
in Code Section 22(e)(3)] is the Compensation such Participant would have
received for the Limitation Year if the Participant had been paid at the rate
of Compensation paid immediately before becoming permanently and totally
disabled. Such imputed Compensation for the disabled Participant may be taken
into account only if the Participant is not a Highly Compensated Employee [as
defined in Code Section 414(q)] and contributions made on behalf of such
Participant are nonforfeitable when made.

                                      3

<PAGE>   10

If the Employer fails to pick the applicable period in the Adoption Agreement,
the Plan Year shall be used. Unless otherwise specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in Code
Section 3401(a) [as defined in this paragraph 1.12(a)]. In nonstandardized
Adoption Agreements 004, 005 and 006, the Employer may choose to eliminate or
exclude categories of Compensation which do not violate the provisions of Code
Sections 401(a)(4), 414(s) the regulations thereunder and Revenue Procedure
89-65.

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

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

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

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

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

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

Contribution Percentage Amounts on behalf of any Participant shall include:

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

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

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

         (f)      the Employer also may elect to use Elective Deferrals in the
                  Contribution Percentage Amounts so long as the ADP test is
                  met before the Elective Deferrals are used in the ACP

                                      4

<PAGE>   11

                  test and continues to be met following the exclusion of
                  those Elective Deferrals that are used to meet the ACP test.

Contribution Percentage Amounts shall not include Matching Contributions,
whether or not Qualified, that are forfeited either to correct Excess
Aggregate Contributions, or because the contributions to which they relate are
Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions.

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

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

Notwithstanding the above, if the Participant was a Participant as of the
first day of the first Limitation Year beginning after December 31, 1986, in
one or more Defined Benefit Plans maintained by the Employer which were in
existence on May 6, 1986, the denominator of this fraction will not be less
than 125 percent of the sum of the annual benefits under such plans which the
Participant had accrued as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and conditions
of the plan after May 5, 1986. The preceding sentence applies only if the
Defined Benefit Plans individually and in the aggregate satisfied the
requirements of Section 415 for all Limitation Years beginning before January
1, 1987.

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

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

1.18     DEFINED CONTRIBUTION (PLAN) FRACTION A Fraction, the numerator of
which is the sum of the Annual Additions to the Participant's account under
all the Defined Contribution Plans (whether or not terminated) maintained by
the Employer for the current and all prior Limitation Years (including the
Annual Additions attributable to the Participant's nondeductible Employee
contributions to all Defined Benefit Plans, whether or not terminated,
maintained by the Employer, and the Annual Additions attributable to all
Welfare Benefit Funds, as defined in paragraph 1.89 and individual medical
accounts, as defined in Code Section 415(1)(2), maintained by the Employer),
and the denominator of which is the sum of the maximum aggregate amounts for
the current and all prior Limitation Years of service with the Employer
(regardless of whether a Defined Contribution Plan was maintained by the
Employer). The maximum aggregate amount in the Limitation Year is the lesser
of 125 percent of the dollar limitation determined under Code Sections 415(b)
and (d) in effect under Code Section 415(c)(1)(A) or 35 percent of the
Participant's Compensation for such year.

If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more Defined
Contribution Plans maintained by the Employer which were in existence on May
6, 1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of
(a) the excess of the sum of the fractions over 1.0 times (b) the denominator
of this fraction will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last Limitation Year beginning before January 1,
1987, and disregarding any changes in the terms and conditions of the Plan
made after May 6, 1986, but using the Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987. The Annual
Addition for any Limitation Year beginning before January 1, 1987, shall not
be re-computed to treat all Employee Contributions as Annual Additions.

                                      5

<PAGE>   12

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

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

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

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

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

1.24     EFFECTIVE DATE The date on which the Employer's retirement plan or
amendment to such plan becomes effective. For amendments reflecting statutory
and regulatory changes post Tax Reform Act of 1986, the Effective Date will be
the earlier of the date upon which such amendment is first administratively
applied or the first day of the Plan Year following the date of adoption of
such amendment.

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

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

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

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

                                      6

<PAGE>   13

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

1.30     ENTRY DATE The date on which an Employee commences participation in
the Plan as determined by the Employer in the Adoption Agreement. Unless the
Employer specifies otherwise in the Adoption Agreement, Entry into the Plan
shall be on the first day of the Plan Year or the first day of the seventh
month of the Plan Year coinciding with or following the date on which an
Employee meets the eligibility requirements.

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

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

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

Such determination shall be made after first determining Excess Elective
Deferrals pursuant to paragraph 1.34 and then determining Excess Contributions
pursuant to paragraph 1.33.

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

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

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

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

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

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

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

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

                                      7

<PAGE>   14

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

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

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

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

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

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

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

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

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

For purposes of determining those employees that are to be treated as Highly
Compensated for a determination year, an Employer maintaining a fiscal year
Plan may elect to make the look-back year calculation as defined in Section
1.414(q)-1T, Q&A 14(b) of the Treasury Regulations for a determination year on
the basis of the calendar year ending with or within the applicable
determination year. For purposes of this election, a determination year that
is shorter than twelve (12) months, the look-back year calculation may be made
based upon the calendar year ending with or within the twelve-month period
ending with the end of the applicable determination year. Where such election
is made, the employer shall make its determination year calculation pursuant
to the provisions of Treasury Regulation Section 1.414(q)-1T, Q&A 14(b).

1.41     HOUR OF SERVICE

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

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

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer. The
                  same Hours of Service shall not be credited both under
                  paragraph (a) or paragraph (b), as the case may be, and
                  under this paragraph (c). These

                                      8

<PAGE>   15

                  hours shall be credited to the Employee for the computation
                  period or periods to which the award or agreement pertains
                  rather than the computation period in which the award,
                  agreement or payment is made.

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

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

         (f)      Unless specified otherwise in the Adoption Agreement, Hours
                  of Service shall be determined on the basis of the actual
                  hours for which an Employee is paid or entitled to pay.

1.42     KEY EMPLOYEE Any Employee or former Employee (and the beneficiaries
of such employee) who at any time during the determination period was an
officer of the Employer if such individual's annual Compensation exceeds 50%
of the dollar limitation under Code Section 415(b)(1)(A) (the defined benefit
maximum annual benefit), an owner (or considered an owner under Code Section
318) of one of the ten largest interests in the employer if such individual's
Compensation exceeds 100% of the dollar limitation under Code Section
415(c)(1)(A), a 5% owner of the Employer, or a 1% owner of the Employer who
has an annual Compensation of more than $150,000. For purposes of determining
who is a Key Employee, annual Compensation shall mean Compensation as defined
for Article X, but including amounts deferred through a salary reduction
agreement to a cash or deferred plan under Code Section 401(k), a Simplified
Employee Pension Plan under Code Section 408(k), a cafeteria plan under Code
Section 125 or a tax-deferred annuity under Code Section 403(b). The
determination period is the Plan Year containing the Determination Date and
the four preceding Plan Years. The determination of who is a Key Employee will
be made in accordance with Code Section 416(i)(1) and the regulations
thereunder.

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

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

                                      9

<PAGE>   16


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

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

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

         (a)      the Defined Contribution Dollar Limitation, or

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

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

1.48     NET PROFIT The current and accumulated operating earnings of the
Employer before Federal and State income taxes, excluding nonrecurring or
unusual items of income, and before contributions to this and any other
qualified plan of the Employer. Alternatively, the Employer may fix another
definition in the Adoption Agreement.

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

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

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

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

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

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

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

1.56     PLAN ADMINISTRATOR  The Employer.

                                      10

<PAGE>   17

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

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

1.59     PROJECTED ANNUAL BENEFIT Used to test the maximum benefit which may
be obtained from a combination of retirement plans, it is the annual
retirement benefit (adjusted to an actuarial equivalent straight life annuity
if such benefit is expressed in a form other than a straight life annuity or
Qualified Joint and Survivor Annuity) to which the Participant would be
entitled under the terms of a Defined Benefit Plan or plans, assuming:

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

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

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

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

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

1.62     QUALIFIED EARLY RETIREMENT AGE Qualified Early Retirement Age is the
latest of:

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

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

         (c)      the date the Participant begins participation.

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

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

1.65     QUALIFIED NON-ELECTIVE CONTRIBUTIONS Contributions (other than
Matching Contributions or Qualified Matching Contributions) made by the
Employer and allocated to Participants' accounts that the Participants may not

                                      11

<PAGE>   18

elect to receive in cash until distributed from the Plan; that are
nonforfeitable when made; and that are distributable only in accordance with
the distribution provisions that are applicable to Elective Deferrals and
Qualified Matching Contributions.

1.66     QUALIFIED VOLUNTARY CONTRIBUTION  A tax-deductible voluntary Employee
contribution.  Qualified Voluntary Contributions are not permitted in this
Plan.

1.67     REGIONAL PROTOTYPE PLAN A plan, the form of which is subject to a
favorable notification letter from the Internal Revenue Service.

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

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

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

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

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

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

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

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

         (c)      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).

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

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

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

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

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

                                      12
<PAGE>   19

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

1.76     SPONSOR  MANCHESTER BENEFITS GROUP, LTD, or any successor(s) or
assign(s).

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

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

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

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

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

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

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

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

1.82     TOP-HEAVY RATIO

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

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

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

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


                                      13

<PAGE>   20

         (b)      If the Employer maintains one or more Defined Contribution
                  Plans (including any Simplified Employee Pension Plan) and
                  the Employer maintains or has maintained one or more Defined
                  Benefit Plans which during the 5-year period ending on the
                  Determination Date(s) has or has had any accrued benefits,
                  the Top-Heavy Ratio for any Required or Permissive
                  Aggregation Group as appropriate is a fraction,

                  (1)      the numerator of which is the sum of account
                           balances under the aggregated Defined Contribution
                           Plan or Plans for all Key Employees, determined in
                           accordance with (a) above, and the Present Value of
                           accrued benefits under the aggregated Defined
                           Benefit Plan or Plans for all Key Employees as of
                           the Determination Date(s), and

                  (2)      the denominator of which is the sum of the account
                           balances under the aggregated Defined Contribution
                           Plan or Plans for all Participants, determined in
                           accordance with (a) above, and the Present Value of
                           accrued benefits under the Defined Benefit Plan or
                           Plans for all Participants as of the Determination
                           Date(s), all determined in accordance with Code
                           Section 416 and the regulations thereunder. The
                           accrued benefits under a Defined Benefit Plan in
                           both the numerator and denominator of the Top-Heavy
                           Ratio are increased for any distribution of an
                           accrued benefit made in the 5-year period ending on
                           the Determination Date.

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

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

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

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

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

         (d)      Employees who have not attained age 21.


                                      14

<PAGE>   21

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

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

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

1.85     TRUSTEE Shall be the individual, individuals or institution appointed
by the Employer to serve as Trustee of the Plan. In the event the Employer
does not name an individual, individuals or institution to serve as Trustee of
the Plan, the Employer will be deemed to be the Trustee.

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

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

For purposes of paragraph 8.7, Vested Account Balance shall mean, in the case
of a money purchase pension plan, the Participant's separate account balance
attributable solely to Qualified Voluntary Contributions. For profit-sharing
plans the above definition shall apply.

1.88     VOLUNTARY CONTRIBUTION An Employee contribution by or on behalf of a
Participant that is included in the Participant's gross income in the year in
which made and that is maintained under a separate account to which earnings
and losses are allocated. For Plan Years beginning after the Plan Year in
which this Plan is adopted (or restated) by the Employer, Voluntary
Contributions are only permitted in Standardized Adoption Agreement 003 or
Nonstandardized Adoption Agreement 006 whether or not the Employer utilizes
the salary deferral provisions. Voluntary Contributions for Plan Years
beginning after 1986, together with any Matching Contributions as defined in
Code Section 401(m), will be limited so as to meet the nondiscrimination test
of Code Section 401(m).

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

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

                                      15

<PAGE>   22


                                  ARTICLE II

                           ELIGIBILITY REQUIREMENTS

2.1      PARTICIPATION Employees who meet the eligibility requirements in the
Adoption Agreement on the Effective Date of the Plan shall become Participants
as of the Effective Date of the Plan. If so elected in the Adoption Agreement,
all Employees employed on the Effective Date of the Plan may participate, even
if they have not satisfied the Plan's specified eligibility requirements.
Other Employees shall become Participants on the Entry Date coinciding with or
immediately following the date on which they meet the eligibility
requirements. Depending on the Plan's eligibility requirements, the entry date
may actually be earlier than the date on which the Employee satisfies the
eligibility requirements. The Employee must satisfy the eligibility
requirements specified in the Adoption Agreement and be employed on the Entry
Date to become a Participant in the Plan. In the event an Employee who is not
a member of the eligible class of Employees becomes a member of the eligible
class, such Employee shall participate immediately if such Employee has
satisfied the minimum age and service requirements and would have previously
become a Participant had he or she been in the eligible class. Employees may
waive participation in the Plan. However, this is only permitted if the
Employer's adoption is on Nonstandardized Adoption Agreement 004, 005 or 006,
and the Plan will meet the minimum coverage requirements in Code Section
410(b) and the minimum participation requirements of Code Section 401(a)(26).
[To the extent so provided by regulations, a partner (or other employee)
waiving participation in the Plan may cause Code Section 401(k) and the
regulations thereunder to apply.] A former Participant shall again become a
Participant upon returning to the employ of the Employer at the next Entry
Date or if earlier, the next Valuation Date. For this purpose, Participant's
Compensation and Service shall be considered from date of rehire.

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

2.3      COMPUTATION PERIOD To determine Years of Service and Breaks in
Service for purposes of eligibility, the 12-consecutive month period shall
commence on the date on which an Employee first performs an Hour of Service
for the Employer and each anniversary thereof, such that the succeeding
12-consecutive month period commences with the employee's first anniversary of
employment and so on. If, however, the period so specified is one year or
less, the succeeding 12-consecutive month period shall commence on the first
day of the Plan Year prior to the anniversary of the date they first performed
an Hour of Service regardless of whether the Employee is entitled to be
credited with 1,000 (or such lesser number as specified by the Employer in the
Adoption Agreement) Hours of Service during their first employment year.

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

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

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

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

If an individual is covered as an Owner-Employee under the plans of two or
more trades or businesses which are not controlled, and the individual
controls a trade or business, then the contributions or benefits of the
Employees under the

                                      16

<PAGE>   23


plan of the trades or businesses which are controlled must be as favorable as
those provided for him or her under the most favorable plan of the trade or
business which is not controlled.

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

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

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

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

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

         (a)      a non-integrated Employer contribution rate of at least 10%
                  of Compensation, [as defined in Code Section 415(c)(3) but
                  including amounts contributed by the Employer pursuant to a
                  salary reduction agreement, which are excludable from the
                  Employee's gross income under a cafeteria plan covered by
                  Code Section 125, a cash or deferred profit-sharing plan
                  under Code Section 401(k), a Simplified Employee Pension
                  Plan under Code Section 408(k) and a tax-sheltered annuity
                  under Code Section 403(b)],

         (b)      immediate participation, and

         (c)      full and immediate vesting.

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

2.8      THRIFT PLANS If the Employer makes an election in Adoption Agreements
003 or 006 to require Voluntary Contributions to participate in this Plan, the
Employer shall notify each eligible Employee in writing of his or her
eligibility for participation at least 30 days prior to the appropriate Entry
Date. The Employee shall indicate his or her intention to join the Plan by
authorizing the Employer to withhold a percentage of his or her Compensation
as provided in the Plan. Such authorization shall be returned to the Employer
at least 10 days prior to the Employee's Entry Date. The Employee may decline
participation by so indicating on the enrollment form or by failure to return
the enrollment form to the Employer prior to the Employee's Entry Date. If the
Employee declines to participate, such Employee shall be given the opportunity
to join the Plan on the next Entry Date. The taking of a Hardship Withdrawal
under the provisions of paragraph 6.9 will impact the Participant's ability to
make these contributions.

                                      17

<PAGE>   24


                                 ARTICLE III

                            EMPLOYER CONTRIBUTIONS

3.1      AMOUNT The Employer intends to make periodic contributions to the
Plan in accordance with the formula or formulas selected in the Adoption
Agreement. However, the Employer's contribution for any Plan Year shall be
subject to the limitations on allocations contained in Article X. A
Participant may elect to waive an Employer contribution on his or her behalf
for a given Plan Year. However, a Participant may only make this election if
the Employer's adoption is on Nonstandardized Adoption Agreement 004, 005 or
006. [In the event a partner in a partnership makes this election, in
accordance with Proposed Regulations Section 1.401(k)-1(a)(6), the Plan will
be deemed to constitute a cash or deferred arrangement with respect to the
partners. Thus, contributions made on behalf of any partners may be limited to
$7,000 indexed as set forth in Code Section 402(g)]. Any waiver made pursuant
to this paragraph will be made prior to the time such Participant accrues a
benefit for that Plan Year.

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

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

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

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

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

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

                                      18

<PAGE>   25


                                  ARTICLE IV

                            EMPLOYEE CONTRIBUTIONS

4.1      VOLUNTARY CONTRIBUTIONS An Employee may make Voluntary Contributions
to the Plan established hereunder if so authorized by the Employer in a
uniform and nondiscriminatory manner. Such contributions are subject to the
limitations on Annual Additions and are subject to antidiscrimination testing.
Voluntary Contributions are permitted only in Adoption Agreements 003 and 006.

4.2      QUALIFIED VOLUNTARY CONTRIBUTIONS A Participant may no longer make
Qualified Voluntary Contributions to the Plan. Such amounts already
contributed may remain in the Trust Fund Account until distributed to the
Participant.

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

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

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

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

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

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

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

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

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

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

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

Such Rollover Contribution may also be made through an Individual Retirement
Account qualified under Code Section 408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is
made in accordance with the rules provided under paragraphs (a) through (e)
and the Rollover Contribution does not include any regular IRA contributions,
or earnings thereon, which the Participant may have made to the IRA. Rollover
Contributions, which relate to distributions prior to January 1, 1993, may be
made through an IRA in accordance with

                                      19

<PAGE>   26

paragraphs (a) through (f) and additional requirements as provided in the
previous sentence. The Trustee shall not be held responsible for determining
the tax-free status of any Rollover Contribution made under this Plan.

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

In the event the Employer accepts a Transfer Contribution from a Plan in which
the Employee was directing the investments of his or her account, the Employer
may continue to permit the Employee to direct his or her investments in
accordance with paragraph 13.7 with respect only to such Transfer
Contribution. Notwithstanding the above, the Employer may refuse to accept
such Transfer Contributions.

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

4.6      ELECTIVE DEFERRALS A Participant may enter into a Elective Deferrals
Agreement with the Employer authorizing the Employer to withhold a portion of
such Participant's Compensation not to exceed $7,000 per calendar year as
adjusted for inflation or, if lesser, the percentage of Compensation specified
in the Adoption Agreement and to deposit such amount to the Plan. No
Participant shall be permitted to have Elective Deferrals made under this Plan
or any other qualified plan maintained by the Employer, during any taxable
year, in excess of the dollar limitation contained in Code Section 402(g) in
effect at the beginning of such taxable year. Thus, the $7,000 limit may be
reduced if a Participant contributes pre-tax contributions to qualified plans
of this or other Employers. Any such contribution shall be credited to the
Employee's Elective Deferrals Account. Unless otherwise specified in the
Adoption Agreement, a Participant may amend his or her Elective Deferrals
Agreement to increase, decrease or terminate the percentage upon 30 days
written notice to the Employer. If a Participant terminates his or her
agreement, such Participant shall not be permitted to put a new Elective
Deferrals Agreement into effect until the first pay period in the next Plan
Year, unless otherwise stated in the Adoption Agreement. The Employer may also
amend or terminate said agreement on written notice to the Participant. If a
Participant has not authorized the Employer to withhold at the maximum rate
and desires to increase the total withheld for a Plan Year, such Participant
may authorize the Employer upon 30 days notice to withhold a supplemental
amount up to 100% of his or her Compensation for one or more pay periods. In
no event may the sum of the amounts withheld under the Elective Deferrals
Agreement plus the supplemental withholding exceed 25% of a Participant's
Compensation for a Plan Year. The Employer may also recharacterize as
after-tax Voluntary Contributions all or any portion of amounts previously
withheld under any Elective Deferrals Agreement within the Plan Year as
provided for at paragraph 10.10. This may be done to insure that the Plan will
meet one of the antidiscrimination tests under Code Section 401(k). Elective
Deferrals shall be deposited in the Trust within 30 days after being withheld
from the Participant's pay. Elective Deferrals are permitted only in
Standardized Adoption Agreement 003, Nonstandardized Adoption Agreement 006,
and Standardized Adoption Agreement 009.


                                      20

<PAGE>   27


4.7      REQUIRED VOLUNTARY CONTRIBUTIONS If the Employer makes a thrift
election in the Adoption Agreement, each eligible Participant shall be
required to make Voluntary Contributions to the Plan for credit to his or her
account as provided in the Adoption Agreement. Such Voluntary Contributions
shall be withheld from the Employee's Compensation and shall be transmitted by
the Employer to the Trustee as agreed between the Employer and Trustee. A
Participant may discontinue participation or change his or her Voluntary
Contribution percentage by so advising the Employer at least 10 days prior to
the date on which such discontinuance or change is to be effective. If a
Participant discontinues his or her Voluntary Contributions, such Participant
may not again authorize Voluntary Contributions for a period of one year from
the date of discontinuance. A Participant may voluntarily change his or her
Voluntary Contribution percentage once during any Plan Year and may also agree
to have a reduction in his or her contribution, if required to satisfy the
requirements of the ACP test. Voluntary Contributions are permitted only in
Standardized Adoption Agreement 003 and Nonstandardized Adoption Agreement
006.

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

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

                                      21

<PAGE>   28


                                  ARTICLE V

                             PARTICIPANT ACCOUNTS

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

         (a)      Employer Contributions.

                  (1)      Matching Contributions.

                  (2)      Qualified Matching Contributions.

                  (3)      Qualified Non-Elective Contributions.

                  (4)      Discretionary Contributions.

                  (5)      Elective Deferrals.

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

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

         (d)      Rollover Contributions.

         (e)      Transfer Contributions.

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

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

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

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

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

The Employer shall deduct from each account:

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

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

                                      22

<PAGE>   29

5.3      ALLOCATING EMPLOYER CONTRIBUTIONS The Employer's contribution shall
be allocated to Participants in accordance with the allocation formula
selected by the Employer in the Adoption Agreement, and the minimum
contribution and allocation requirements for Top-Heavy Plans. Beginning with
the 1990 Plan Year and thereafter, for plans on Standardized Adoption
Agreements 001, 002, 003, 007, 008 and 009, Participants who are credited with
more than 500 Hours of Service or are employed on the last day of the Plan
Year must receive a full allocation of Employer contributions. In
Nonstandardized Adoption Agreements 004, 005, and 006, Employer contributions
shall be allocated to the accounts of Participants employed by the Employer on
the last day of the Plan Year unless indicated otherwise in the Adoption
Agreement. In the case of a non-Top-Heavy, Nonstandardized Plan, Participants
must also have completed a Year of Service unless otherwise specified in the
Adoption Agreement. For Nonstandardized Adoption Agreements 004, 005, and 006,
the Employer may only apply the last day of the Plan Year and Year of Service
requirements, if the Plan satisfies the requirements of Code Sections
401(a)(26) and 410(b) and the regulations thereunder including the exception
for 401(k) plans. If, when applying the last day and Year of Service
requirements, the Plan fails to satisfy the aforementioned requirements,
additional Participants will be eligible to receive an allocation of Employer
Contributions until the requirements are satisfied. Participants who are
credited with a Year of Service, but not employed at Plan Year end, are the
first category of additional Participants eligible to receive an allocation.
If the requirements are still not satisfied, Participants credited with more
than 500 Hours of Service and employed at Plan Year end are the next category
of Participants eligible to receive an allocation. Finally, if necessary to
satisfy the said requirements, any Participant credited with more than 500
Hours of Service will be eligible for an allocation of Employer Contributions.

5.4      ALLOCATING INVESTMENT EARNINGS AND LOSSES A Participant's share of
investment earnings and any increase or decrease in the fair market value of
the Fund shall be based on the proportionate value of all active accounts
(other than accounts with segregated investments) as of the last Valuation
Date less withdrawals since the last Valuation Date. If Employer and/or
Employee contributions are made monthly, quarterly, or on some other
systematic basis, the adjusted value of such accounts for allocation of
investment income and gains or losses shall include one-half the Employer
contributions for such period. If Employer and/or Employee contributions are
not made on a systematic basis, it is assumed that they are made at the end of
the valuation period and therefore will not receive an allocation of
investment earnings and gains or losses for such period.

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

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

                                      23

<PAGE>   30


                                  ARTICLE VI

                    RETIREMENT BENEFITS AND DISTRIBUTIONS

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

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

6.3      BENEFITS ON TERMINATION OF EMPLOYMENT

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

         (b)      If a Participant terminates employment, and the value of
                  that Participant's Vested Account Balance derived from
                  Employer and Employee contributions is not greater than
                  $3,500, the Participant may receive a lump sum distribution
                  of the value of the entire vested portion of such account
                  balance and the non-vested portion will be treated as a
                  forfeiture.  The Employer shall continue to follow their
                  consistent policy, as may be established, regarding
                  immediate cash-outs of Vested Account Balances of $3,500 or
                  less.  For purposes of this article, if the value of a
                  Participant's Vested Account Balance is zero, the
                  Participant shall be deemed to have received a distribution
                  of such Vested Account Balance immediately following
                  termination. Likewise, if the Participant is reemployed
                  prior to incurring 5 consecutive 1-year Breaks in Service
                  they will be deemed to have immediately repaid such
                  distribution.  For Plan Years prior to 1989, a Participant's
                  Vested Account Balance shall not include Qualified Voluntary
                  Contributions.  Notwithstanding the above, if the Employer
                  maintains or has maintained a policy of not distributing any
                  amounts until the Participant's Normal Retirement Age, the
                  Employer can continue to uniformly apply such policy.

         (c)      If a Participant terminates Service with a Vested Account
                  Balance derived from Employer and Employee contributions in
                  excess of $3,500, and elects (with his or her Spouse's
                  consent) to receive 100% of the value of his or her Vested
                  Account Balance in a lump sum, the non-vested portion will
                  be treated as a forfeiture. Except as provided at paragraph
                  6.4(c), the Participant (and his or her Spouse) must consent
                  to any distribution, when the Vested Account Balance
                  described above exceeds $3,500 or if at the time of any
                  prior distribution it exceeded $3,500. For purposes of this
                  paragraph, a Participant's Vested Account Balance shall not
                  include Qualified Voluntary Contributions, for Plan Years
                  beginning prior to 1989.

                                      24

<PAGE>   31

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

         (e)      If a Participant who is not 100% vested receives or is
                  deemed to receive a distribution pursuant to this paragraph,
                  and such Participant's non-vested benefit is forfeited
                  hereunder, and if such Participant resumes employment
                  covered under this Plan, the Participant shall have the
                  right to repay to the Plan the full amount of the
                  distribution attributable to Employer contributions on or
                  before the earlier of the date that the Participant incurs 5
                  consecutive 1-year Breaks in Service following the date of
                  distribution or five years after the first date on which the
                  Participant is subsequently reemployed.  In such event, the
                  Participant's forfeiture shall be restored to his or her
                  account as of the Valuation Date at the end of the Plan Year
                  following the date on which repayment of the distribution is
                  received.  Restoration of the forfeiture amount shall be
                  accomplished in accordance with the procedure selected by
                  the Employer in the Adoption Agreement.

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

         (g)      If a Participant ceases to be an active Employee as a result
                  of a Disability as defined at paragraph 1.20, such
                  Participant shall be able to make an application for a
                  disability retirement benefit payment. The Participant's
                  account balance will be deemed "immediately distributable"
                  as set forth in paragraph 6.4, and will be fully vested
                  pursuant to paragraph 9.2.

6.4      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

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

         (b)      If the value of a Participant's Vested Account Balance
                  derived from Employer and Employee Contributions exceeds (or
                  at the time of any prior distribution exceeded) $3,500, and
                  the account balance is immediately distributable, the
                  Participant and his or her Spouse (or where either the
                  Participant or the Spouse has died, the survivor) must
                  consent to any distribution of such account balance.  The
                  consent of the Participant and the Spouse shall be obtained
                  in writing within the 90-day period ending on the annuity
                  starting date, which is the first day of the first period
                  for which an amount is paid as an annuity or any other form.
                  The Plan Administrator shall notify the Participant and the
                  Participant's Spouse of the right to defer any distribution
                  until the Participant's account balance is no longer
                  immediately distributable. Such notification shall include a
                  general description of the material features, and an
                  explanation of the relative values of, the optional forms of
                  benefit available under the plan in a manner that would
                  satisfy the notice requirements of Code Section 417(a)(3),
                  and shall be provided no less than 30 days and no more than
                  90 days prior to the annuity starting date.

         (c)      Notwithstanding the foregoing, only the Participant need
                  consent to the commencement of a distribution in the form of
                  a qualified Joint and Survivor Annuity while the account
                  balance is immediately distributable. Furthermore, if
                  payment in the form of a Qualified Joint and Survivor
                  Annuity is not required with respect to the Participant
                  pursuant to paragraph 8.7 of the Plan, only the Participant
                  need consent to the distribution of an account balance that
                  is immediately distributable.  Neither the consent of the
                  Participant nor the Participant's Spouse shall be required
                  to the extent that a distribution is required to satisfy
                  Code Section 401(a)(9)

                                      25

<PAGE>   32

                  or Code Section 415.  In addition, upon termination of this
                  Plan if the Plan does not offer an annuity option (purchased
                  from a commercial provider), the Participant's account
                  balance may, without the Participant's consent, be
                  distributed to the Participant or transferred to another
                  Defined Contribution Plan [other than an employee stock
                  ownership plan as defined in Code Section 4975(e)(7)] within
                  the same controlled group.

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

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

6.6      COMMENCEMENT OF BENEFITS

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

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

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

                  (3)      the Participant terminates Service with the
                           Employer.

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

         (c)      Unless the Employer provides otherwise in the Adoption
                  Agreement, distributions of benefits will be made within 60
                  days following the close of the Plan Year during which a
                  distribution is requested or otherwise becomes payable.

6.7      CLAIMS PROCEDURES Upon retirement, death, or other severance of
employment, the Participant or his or her representative may make application
to the Employer requesting payment of benefits due and the manner of payment.
If no application for benefits is made, the Employer shall automatically pay
any vested benefit due hereunder in the normal form at the time prescribed at
paragraph 6.6. If an application for benefits is made, the Employer shall
accept, reject, or modify such request and shall notify the Participant in
writing setting forth the response of the Employer and in the case of a denial
or modification the Employer shall:

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

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

                                      26

<PAGE>   33

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

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

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

6.8      IN-SERVICE WITHDRAWALS An Employee may withdraw all or any part of
the fair market value of his or her Mandatory Contributions, Voluntary
Contributions, Qualified Voluntary Contributions or Rollover Contributions,
upon written request to the Employer. Transfer Contributions, which originate
from a Plan meeting the safe-harbor provisions of paragraph 8.7, may also be
withdrawn by an Employee upon written request to the Employer. Transfer
Contributions not meeting the safe-harbor provisions may only be withdrawn
upon retirement, death, Disability, termination or termination of the Plan,
and will be subject to Spousal consent requirements contained in Code Sections
411(a)(11) and 417. No such withdrawals are permitted from a money purchase
plan until the Participant reaches Normal Retirement Age. Such request shall
include the Participant's address, social security number, birthdate, and
amount of the withdrawal. If at the time a distribution of Qualified Voluntary
Contributions is received the Participant has not attained age 59 1/2 and is
not disabled, as defined at Code Section 22(e)(3), the Participant will be
subject to a federal income tax penalty, unless the distribution is rolled
over to a qualified plan or individual retirement plan within 60 days of the
date of distribution. A Participant may withdraw all or any part of the fair
market value of his or her pre-1987 Voluntary Contributions with or without
withdrawing the earnings attributable thereto. Post-1986 Voluntary
Contributions may only be withdrawn along with a portion of the earnings
thereon. The amount of the earnings to be withdrawn is determined by using the
formula: DA[1-(V, V + E)], where DA is the distribution amount, V is the
amount of Voluntary Contributions and V + E is the amount of Voluntary
Contributions plus the earnings attributable thereto. A Participant
withdrawing his or her other contributions prior to attaining age 59 1/2, will
be subject to a federal tax penalty to the extent that the withdrawn amounts
are includable in income. Unless the Employer provides otherwise in the
Adoption Agreement, any Participant in a profit-sharing plan who is 100% fully
vested in his or her Employer contributions may withdraw all or any part of
the fair market value of any of such contributions that have been in the
account at least two years, plus the investment earnings thereon, without
separation from Service. Such distributions shall not be eligible for
redeposit to the Fund. A withdrawal under this paragraph shall not prohibit
such Participant from sharing in any future Employer Contribution he or she
would otherwise be eligible to share in. A request to withdraw amounts
pursuant to this paragraph must if applicable, be consented to by the
Participant's Spouse. The consent shall comply with the requirements of
paragraph 6.4 relating to immediate distributions. Elective Deferrals,
Qualified Non-elective Contributions, and Qualified Matching Contributions,
and income allocable to each are not distributable to a Participant or his or
her Beneficiary or Beneficiaries, in accordance with such Participant's or
Beneficiary's or Beneficiaries' election, earlier than upon separation from
Service, death, or Disability. Such amounts may also be distributed upon:

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

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

         (c)      The disposition by a corporation to an unrelated entity of
                  such corporation's interest in a subsidiary [within the
                  meaning of Code Section 409(d)(3)] if such corporation
                  continues to maintain this plan, but only with respect to
                  Employees who continue employment with such subsidiary.

                                      27

<PAGE>   34

         (d)      The attainment of age 59 1/2.

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

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

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

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

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

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

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

Furthermore, for Plans on Adoption Agreements 003 and 006, the following
conditions must be met in order for a withdrawal to be authorized:

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

         (f)      all plans maintained by the Employer provide that the
                  Employee's Elective Deferrals and Voluntary Contributions
                  will be suspended for twelve months after the receipt of the
                  Hardship distribution,

         (g)      the distribution is not in excess of the amount of the
                  immediate and heavy financial need [(a) through (d)] above,
                  and

         (h)      all plans maintained by the Employer provide that an
                  Employee may only make Elective Deferrals for the Employee's
                  taxable year immediately following the taxable year of the
                  hardship distribution of the applicable limit under Code
                  Section 402(g) for such taxable year, less the amount of
                  such Employee's pre-tax contributions for the taxable year
                  of the hardship distribution.

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


                                      28

<PAGE>   35

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

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

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

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

                                      29

<PAGE>   36


                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

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

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

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

        (a)     the life of the Participant,

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

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

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

7.4     REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

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

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

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

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


                                       30
<PAGE>   37



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

        (f)     For purposes of determining the amount of the required
                distribution for each Distribution Calendar Year, the account
                balance to be used is the account balance determined as of the
                last valuation preceding the Distribution Calendar Year. This
                balance will be increased by the amount of any contributions or
                forfeitures allocated to the account balance after the valuation
                date in such preceding calendar year. Such balance will also be
                decreased by distributions made after the Valuation Date in such
                preceding Calendar Year.

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

7.5     REQUIRED BEGINNING DATE

        (a)     General Rule. The Required Beginning Date of a Participant is
                the first day of April of the calendar year following the
                calendar year in which the Participant attains age 70 1/2.

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

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

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

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

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

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

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



7.6      TRANSITIONAL RULE


                                       31
<PAGE>   38


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

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

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

                        (iii)   Such designation was in writing, was signed by
                                the employee or the beneficiary, and was made
                                before January 1, 1984.

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

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

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

        (c)     For any distribution which commences before January 1, 1984, but
                continues after December 31, 1983, the Employee, or the
                beneficiary, to whom such distribution is being made, will be
                presumed to have designated the method of distribution under
                which the distribution is being made if the method of
                distribution was specified in writing and the distribution
                satisfies the requirements in sub-paragraphs (a)(i) and (a)(v)
                above.

        (d)     If a designation is revoked, any subsequent distribution must
                satisfy the requirements of Code Section 401(a)(9) and the
                Regulations thereunder. If a designation is revoked subsequent
                to the date distributions are required to begin, the Plan must
                distribute by the end of the calendar year following the
                calendar year in which the revocation occurs the total amount
                not yet distributed which would have been required to have been
                distributed to satisfy Code Section 401(a)(9) and the
                Regulations thereunder, but for the Tax Equity and Fiscal
                Responsibility Act Section 242(b)(2) election. For calendar
                years beginning after December 31, 1988, such distributions must
                meet the minimum distribution incidental benefit requirements in
                Regulations Section 1.401(a)(9)-2. Any changes in the
                designation will be considered to be a revocation of the
                designation. However, the mere substitution or addition of
                another beneficiary (one not named in the designation) under the
                designation will not be considered to be a revocation of the
                designation, so long as such substitution or addition does not
                alter the period over which distributions are to be made under
                the designation, directly or indirectly (for example, by
                altering the relevant measuring life). In



                                       32
<PAGE>   39


                the case in which an amount is transferred or rolled over from
                one plan to another plan, the rules in Q&A J-2 and Q&A J-3 of
                Regulations Section 1.401(a)(9)-2 shall apply.

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

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

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

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

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

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

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

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

For purposes of paragraph 7.9 and this paragraph, if an amount is payable to
either a minor or an individual who has been declared incompetent, the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent individual, unless the court which appointed the guardian has
ordered otherwise.



                                       33
<PAGE>   40


7.11    DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

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

        (b)     The Participant's claim shall be in writing; shall be submitted
                to the Plan Administrator not later than March 1 of each year;
                shall specify the amount of the Participant's Excess Elective
                Deferrals for the preceding taxable year; and shall be
                accompanied by the Participant's written statement that if such
                amounts are not distributed, such Excess Elective Deferrals,
                when added to amounts deferred under other plans or arrangements
                described in Code Sections 401(k), 408(k) [Simplified Employee
                Pensions], or 403(b) [annuity programs for public schools and
                charitable organizations] will exceed the $7,000 limit as
                adjusted under Code Section 415(d) imposed on the Participant by
                Code Section 402(g) for the year in which the deferral occurred.

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

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


7.12    DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

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

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

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


                                       34
<PAGE>   41


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

7.13    DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

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

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

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

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



                                       35
<PAGE>   42



                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1     APPLICABILITY OF PROVISIONS The provisions of this Article shall apply
to any Participant who is credited with at least one Hour of Service with the
Employer on or after August 23, 1984 and such other Participants as provided in
paragraph 8.8.

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

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

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

8.4     QUALIFIED ELECTION A waiver of a Qualified Joint and Survivor Annuity or
a qualified pre-retirement survivor annuity. Any waiver of a Qualified Joint and
Survivor Annuity or a qualified pre-retirement survivor annuity shall not be
effective unless:

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

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

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

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

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision shall
be valid unless the Participant has received notice as provided in paragraphs
8.5 and 8.6 below.



                                       36
<PAGE>   43


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

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

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

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

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

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

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

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

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

For purposes of applying the preceding paragraph, a reasonable period ending
after the events described in (b) and (c) is the end of the two-year period
beginning one-year prior to the date the applicable event occurs, and ending
one-year after that date. In the case of a Participant who separates from
Service before the Plan Year in which age 35 is attained, notice shall be
provided within the two-year period beginning one year prior to separation and
ending one year after separation. If such a Participant subsequently returns to
employment with the Employer, the applicable period for such Participant shall
be re-determined.

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

        (a)     To the extent that the following conditions are met, the
                Qualified Joint and Survivor Annuity requirements of this
                Article VIII shall be inapplicable to a Participant in a
                profit-sharing plan, and to any distribution, made on or after
                the first day of the first plan year beginning after 1988, from
                or under a separate account attributable solely to Qualified
                Voluntary contributions, as maintained on behalf of a
                Participant in a money purchase pension plan, (including a
                target benefit plan) if the following conditions are satisfied:

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

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

                                       37
<PAGE>   44


                The Surviving Spouse may elect to have distribution of the
                Vested Account Balance commence within the 90-day period
                following the date of the Participant's death. The account
                balance shall be adjusted for gains or losses occurring after
                the Participant's death in accordance with the provisions of the
                Plan governing the adjustment of account balances for other
                types of distributions. These safe-harbor rules shall not be
                operative with respect to a Participant in a profit-sharing plan
                if that Plan is a direct or indirect transferee of a Defined
                Benefit Plan, money purchase plan, a target benefit plan, stock
                bonus plan, or profit-sharing plan which is subject to the
                survivor annuity requirements of Code Section 401(a)(11) and
                Code Section 417, and would therefore have a Qualified Joint and
                Survivor Annuity as its normal form of benefit.

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

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

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

        (a)     Any living Participant not receiving benefits on August 23,
                1984, who would otherwise not receive the benefits prescribed by
                the previous paragraphs of this Article, must be given the
                opportunity to elect to have the prior paragraphs of this
                Article apply if such Participant is credited with at least one
                Hour of Service under this Plan or a predecessor Plan in a Plan
                Year beginning on or after January 1, 1976 and such Participant
                had at least 10 Years of Service for vesting purposes when he or
                she separated from Service.

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

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

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

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

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

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


                                       38
<PAGE>   45



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

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

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

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

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

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



                                       39
<PAGE>   46



                                   ARTICLE IX

                                     VESTING

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

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

9.3     COMPUTATION PERIOD The computation period for purposes of determining
Years of Service and Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from Employer
contributions shall be determined by the Employer in the Adoption Agreement. If
the Employer provides for other than full and immediate vesting and does not
designate otherwise, the computation period will be the Plan Year. In the event
a former Participant with no vested interest in his or her Employer contribution
account requalifies for participation in the Plan after incurring a Break in
Service, such Participant shall be credited for vesting with all pre-break and
post-break Service.

9.4     REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE The
account balance of such Participant shall consist of any undistributed amount in
his or her account as of the date of re-employment plus any future contributions
added to such account plus the investment earnings on the account. The Vested
Account Balance of such Participant shall be determined by multiplying the
Participant's account balance (adjusted to include any distribution or redeposit
made under paragraph 6.3) by such Participant's vested percentage. All Service
of the Participant, both prior to and following the break, shall be counted when
computing the Participant's vested percentage.

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

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

9.7     FORFEITURES Any balance in the account of a Participant who has
separated from Service to which he or she is not entitled under the foregoing
provisions, shall be forfeited and applied as provided in the Adoption
Agreement. If not specified otherwise in the Adoption Agreement, forfeitures
will be allocated to Participants in the same manner as the Employer's
contribution. A forfeiture may only occur if the Participant has received a
distribution from the Plan or if the Participant has incurred five consecutive
1-year Breaks in Service. Forfeitures shall inure only to the accounts of
Participants of the adopting Employer's plan. If not specified otherwise in the
Adoption Agreement, forfeitures shall be allocated at the end of the Plan Year
during which the former Participant incurs five consecutive one-year Breaks in



                                       40
<PAGE>   47


Service. Furthermore, a Highly Compensated Employee's Matching Contributions may
be forfeited, even if vested, if the contributions to which they relate are
Excess Deferrals, Excess Contributions or Excess Aggregate Contributions.

9.8     AMENDMENT OF VESTING SCHEDULE No amendment to the Plan shall have the
effect of decreasing a Participant's vested interest determined without regard
to such amendment as of the later of the date such amendment is adopted or the
date it becomes effective. Further, if the vesting schedule of the Plan is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of any Participant's nonforfeitable percentage, or if the Plan
is deemed amended by an automatic change to or from a Top-Heavy vesting
schedule, each Participant with at least three Years of Service with the
Employer may elect, within a reasonable period after the adoption of the
amendment or change, to have his or her nonforfeitable percentage computed under
the Plan without regard to such amendment or change. For Participants who do not
have at least one Hour of Service in any Plan Year beginning after 1988, the
preceding sentence shall be applied by substituting "Five Years of Service" for
"Three Years of Service" where such language appears. The period during which
the election may be made shall commence with the date the amendment is adopted
or deemed to be made and shall end on the later of:

        (a)     60 days after the amendment is adopted;

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

        (c)     60 days after the Participant is issued written notice of the
                amendment by the Employer or the Trustee. If the Trustee is
                asked to so notify, the Fund will be charged for the costs
                thereof unless the Employer pays the charges as permitted in
                paragraph 11.3.

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

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

9.10    APPLICATION OF PRIOR VESTING RULES This Article reflects the vesting
rules in effect after amendment for the Tax Reform Act of 1986. Any Participant
who separated from Service prior to rendering an Hour of Service in the 1989
Plan Year, will continue to have his or her vesting governed by the Plan's prior
vesting rules, including, if applicable, the "rules of parity" which would allow
for certain Years of Service to be disregarded.



                                       41
<PAGE>   48



                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

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

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

        (a)     Suspense Account Method

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

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

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

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


                                       42
<PAGE>   49
        (b)     Spillover Method

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

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

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

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

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

        (b)     the ratio of:

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


                                       43
<PAGE>   50


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

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

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

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

10.7    LIMITATIONS ON ALLOCATIONS In any Plan Year in which the Top-Heavy Ratio
exceeds 90% (i.e., the Plan becomes Super Top-Heavy), the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.15) and Defined Contribution
Fraction (as defined in paragraph 1.18) shall be computed using 100% of the
dollar limitation instead of 125%.

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

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

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



                                       44
<PAGE>   51



10.9    SPECIAL RULES RELATING TO APPLICATION OF ADP TEST

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

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

        (c)     For purposes of determining the Actual Deferral Percentage of a
                Participant who is a 5-percent owner or one of the ten most
                highest-paid Highly Compensated Employees, the Elective
                Deferrals (and Qualified Non-Elective Contributions or Qualified
                Matching Contributions, or both, if treated as Elective
                Deferrals for purposes of the ADP test) and Compensation of such
                Participant shall include the Elective Deferrals (and, if
                applicable, Qualified Non-Elective Contributions and Qualified
                Matching Contributions, or both) for the Plan Year of Family
                Members as defined in paragraph 1.35 of this Plan. Family
                Members, with respect to such Highly Compensated Employees,
                shall be disregarded as separate Employees in determining the
                ADP both for Participants who are non-Highly Compensated
                Employees and for Participants who are Highly Compensated
                Employees. In the event of repeal of the family aggregation
                rules under Code Section 414(q)(6), all applications of such
                rules under this Plan will cease as of the effective date of
                such repeal.

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

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

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

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


                                       45
<PAGE>   52


amount recharacterized and the consequences thereof. Recharacterized amounts
will be taxable to the Participant for the Participant's tax year in which the
Participant would have received them in cash.

10.11   AVERAGE CONTRIBUTION PERCENTAGE (ACP) TEST If the Employer makes
Matching Contributions or if the Plan allows Employees to make Voluntary
Contributions the Plan must meet additional nondiscrimination requirements
provided under Code Section 401(m). If Employee Contributions (including any
Elective Deferrals recharacterized as Voluntary Contributions) are made pursuant
to this Plan, then in addition to the ADP test referenced in paragraph 10.8, the
Average Contribution Percentage test is also applicable. The Average
Contribution Percentage for Participants who are Highly Compensated Employees
for each Plan Year and the Average Contribution Percentage for Participants who
are Non-Highly Compensated Employees for the same Plan Year must satisfy one of
the following tests:

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

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

10.12   SPECIAL RULES RELATING TO APPLICATION OF ACP TEST

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

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

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


                                       46
<PAGE>   53


                aggregated in order to satisfy Code Section 401(m) only if the
                aggregated plans have the same Plan Year.

        (d)     For purposes of determining the Contribution percentage of a
                Participant who is a five-percent owner or one of the ten most
                highest-paid, Highly Compensated Employees, the Contribution
                Percentage Amounts and Compensation of such Participant shall
                include the Contribution Percentage Amounts and Compensation for
                the Plan Year of Family Members as defined in paragraph 1.35 of
                this Plan. Family Members, with respect to Highly Compensated
                Employees, shall be disregarded as separate Employees in
                determining the Contribution Percentage both for Participants
                who are non-Highly Compensated Employees and for Participants
                who are Highly Compensated Employees. In the event of repeal of
                the family aggregation rules under Code Section 414(q)(6), all
                applications of such rules under this Plan will cease as of the
                effective date of such repeal.

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

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

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

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



                                       47
<PAGE>   54



                                   ARTICLE XI

                                 ADMINISTRATION

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

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

        (b)     directing the Trustee or custodian with respect to payments from
                the Fund,

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

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

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

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

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

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

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

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

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


                                       48
<PAGE>   55


        (d)     employing such agents, attorneys or other professionals as the
                Trustee may deem necessary or advisable in the performance of
                its duties.

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

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

11.4    DIVISION OF DUTIES AND INDEMNIFICATION

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

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

        (c)     The Employer warrants that all directions issued to the Trustee
                by it or the Plan Administrator will be in accordance with the
                terms of the Plan and not contrary to the provisions of the
                Employee Retirement Income Security Act of 1974 and Regulations
                issued thereunder.

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

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

        (f)     The Trustee shall be indemnified and saved harmless by the
                Employer from and against any and all liability to which the
                Trustee may be subjected, including all expenses reasonably
                incurred in its defense, for any action or failure to act
                resulting from compliance with the



                                       49
<PAGE>   56


                instructions of the Employer, the employees or agents of the
                Employer, the Plan Administrator, or any other fiduciary to the
                Plan, and for any liability arising from the actions or
                nonactions of any predecessor trustee, custodian or other
                fiduciaries of the Plan.

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



                                       50
<PAGE>   57



                                   ARTICLE XII

                               TRUST FUND ACCOUNT

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

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

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

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

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

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

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

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

        (d)     The specific plan (by name) to which the domestic relations
                order applies.

A domestic relations order shall not be deemed a QDRO if it requires the Plan to
provide:

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

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

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

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


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<PAGE>   58


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

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

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



                                       52
<PAGE>   59



                                  ARTICLE XIII

                                   INVESTMENTS

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

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

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

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

13.2    TRUSTEE APPOINTMENT Shall be appointed by the Employer in accordance
with paragraph 1.85.

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

        (a)     invest the Fund in any form of property, including common and
                preferred stocks, exchange traded put and call options, bonds,
                money market instruments, mutual funds (including funds for
                which the Trustee or its affiliates serve as investment
                advisor), savings accounts, certificates of deposit, Treasury
                bills, insurance policies and contracts, or in any other
                property, real or personal, having a ready market. The Trustee
                may invest in time deposits (including, if applicable, its own
                or those of affiliates) which bear a reasonable interest rate.
                No portion of any Qualified Voluntary Contribution, or the
                earnings thereon, may be invested in life insurance contracts
                or, as with any Participant-directed investment, in tangible
                personal property characterized by the IRS as a collectible,
                other than U.S. Government or State issued gold and silver
                coins,

        (b)     transfer any assets of the Fund to a group or collective trust
                established to permit the pooling of funds of separate pension
                and profit-sharing trusts, provided the Internal Revenue Service
                has ruled such group or collective trust to be qualified under
                Code Section 401(a) and exempt under Code Section 501(a) or to
                any other common, collective, or commingled trust fund. Such
                commingling of assets of the Fund with assets of other qualified
                trusts is specifically authorized, and to the extent of the
                investment of the Fund in such a group or collective trust, the
                terms of the instrument establishing the group or collective
                trust shall be a part hereof as though set forth herein,

        (c)     invest up to 100% of the Fund in the common stock, debt
                obligations, or any other security issued by the Employer or by
                an affiliate of the Employer within the limitations provided
                under Sections 406, 407, and 408 of the Employee Retirement
                Income Security Act of 1974 and further provided that such
                investment does not constitute a prohibited transaction under
                Code Section 4975. Any such investment in Employer securities
                shall only be made upon written direction of the Employer who
                shall be solely responsible for propriety of such investment,

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

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



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<PAGE>   60


        (f)     hold investments in nominee or bearer form,

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

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

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

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

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

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

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

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

        (f)     If a Participant's loan application is approved by the Employer,
                such Participant shall be required to sign a note, loan
                agreement, and assignment of one-half of his or her interest in
                the Fund as collateral for the loan. The Participant, except in
                the case of a profit-sharing plan satisfying the requirements of
                paragraph 8.7 must obtain the consent of his or her Spouse, if


                                       54
<PAGE>   61


                any, within the 90 day period before the time his or her account
                balance is used as security for the loan. A new consent is
                required if the account balance is used for any renegotiation,
                extension, renewal or other revision of the loan, including an
                increase in the amount thereof. The consent must be written,
                must acknowledge the effect of the loan, and must be witnessed
                by a plan representative or notary public. Such consent shall
                subsequently be binding with respect to the consenting Spouse or
                any subsequent Spouse.

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

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

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

13.5    INSURANCE POLICIES If permitted by the Employer in the Adoption
Agreement, Employees may elect the purchase of life insurance policies under the
Plan. If elected, the maximum annual premium for a whole life policy shall not
exceed 50% of the aggregate Employer contributions allocated to the account of a
Participant. For profit-sharing plans the 50% test need only be applied against
Employer contributions allocated in the last two years. Whole life policies are
policies with both nondecreasing death benefits and nonincreasing premiums. The
maximum annual premium for term contracts or universal life policies and all
other policies which are not whole life shall not exceed 25% of aggregate
Employer contributions allocated to the account of a Participant. The two year
rule for profit-sharing plans again applies. The maximum annual premiums for a
Participant with both a whole life and a term contract or universal life
policies shall be limited to one-half of the whole life premium, plus the term
premium, but shall not exceed 25% of the aggregate Employer contributions
allocated to the account of a Participant, subject to the two year rule for
profit-sharing plans. Any policies purchased under this Plan shall be held
subject to the following rules:

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

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

        (c)     Each Participant shall be entitled to designate a beneficiary
                under the terms of any contract issued; however, such
                designation will be given to the Trustee which must be the named
                beneficiary on any policy. Such designation shall remain in
                force, until revoked by the Participant, by filing a new
                beneficiary designation form with the Trustee. A Participant's



                                       55
<PAGE>   62

                Spouse will be the Designated Beneficiary of the proceeds in all
                circumstances unless a Qualified Election has been made in
                accordance with paragraph 8.4. The beneficiary of a deceased
                Participant shall receive in addition to the proceeds of the
                Participant's policy or policies, the amount credited to such
                Participant's investment account.

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

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

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

        (g)     On retirement or termination of employment of a Participant, the
                Employer shall direct the Trustee to cash surrender the
                Participant's policy and credit the proceeds to his or her
                account for distribution under the terms of the Plan. However,
                before so doing, the Trustee shall first offer to transfer
                ownership of the policy to the Participant in exchange for
                payment by the Participant of the cash value of the policy at
                the time of transfer. Such payment shall be credited to the
                Participant's account for distribution under the terms of the
                Plan. All distributions resulting from the application of this
                paragraph shall be subject to the Joint and Survivor Annuity
                Rules of Article VIII, if applicable.

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

13.6    EMPLOYER INVESTMENT DIRECTION If approved by the Employer in the
Adoption Agreement, the Employer shall have the right to direct the Trustee with
respect to investments of the Fund, may appoint an investment manager
(registered as an investment advisor under the Investment Advisors Act of 1940)
to direct investments, or may give the Trustee sole investment management
responsibility. The Employer may purchase and sell interests in a registered
investment company (i.e., mutual funds) for which the Sponsor, its parent,
affiliates, or successors, may serve as investment advisor and receive
compensation from the registered investment company for its services as
investment advisor. The Employer shall advise the Trustee in writing regarding
the retention of investment powers, the appointment of an investment manager, or
the delegation of investment powers to the Trustee. Any investment directive
shall be made in writing by the Employer or investment manager, as the case may
be. In the absence of such written directive, the Trustee shall automatically
invest the available cash in its discretion in an appropriate interim investment
until specific investment directions are received. Such instructions regarding
the delegation of investment responsibility shall remain in force until revoked
or amended in writing. The Trustee shall not be responsible for the propriety of
any directed investment made and shall not be required to consult with or advise
the Employer regarding the investment quality of any directed investment held
hereunder. If the Employer fails to designate an investment manager, the Trustee
shall have full investment authority. If the Employer does not issue investment
directions, the Trustee shall have authority to invest the Fund in its sole
discretion. While the Employer may direct the Trustee with respect to Plan
investments, the Employer may not:

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

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


                                       56
<PAGE>   63


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

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

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

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

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

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

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

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

                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1    APPLICABILITY OF RULES If the Plan is or becomes Top-Heavy in any Plan
Year beginning after December 31, 1983, the provisions of this Article will
supersede any conflicting provisions in the Plan or Adoption Agreement.

14.2    MINIMUM CONTRIBUTION Notwithstanding any other provision in the
Employer's Plan, for any Plan Year in which the Plan is Top-Heavy or Super
Top-Heavy, the aggregate Employer contributions and forfeitures allocated on
behalf of any Participant (without regard to any Social Security contribution)
under this Plan and any other Defined Contribution Plan of the Employer shall be
the lesser of 3% of such Participant's Compensation or the largest percentage of
Employer contributions and forfeitures, as a percentage of the first $200,000,
as adjusted under Code Section 415(d), of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year.

Each Participant who is employed by the Employer on the last day of the Plan
Year shall be entitled to receive an allocation of the Employer's minimum
contribution for such Plan Year. The minimum allocation applies even though
under other Plan provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the year
because the Participant fails to make Voluntary Contributions to the Plan, the
Participant's Compensation is less than a stated amount, or the Participant
fails to complete 1,000 Hours of Service (or such lesser number designated by
the Employer in the Adoption Agreement) during the Plan Year. A Paired
profit-sharing plan designated to provide the minimum Top-Heavy contribution
must do so regardless of profits. An Employer may make the minimum Top-Heavy
contribution available to all Participants or just non-Key Employees. Unless the




                                       57
<PAGE>   64


Employer specifies otherwise in the Adoption Agreement, the minimum Top-Heavy
contribution will be allocated to the accounts of all eligible Participants even
if they are Key Employees.

For purposes of computing the minimum allocation, Compensation shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

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

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

14.3    MINIMUM VESTING For any Plan Year in which this Plan is Top-Heavy, the
minimum vesting schedule elected by, or deemed elected by, the Employer in the
Adoption Agreement will automatically apply to the Plan. If the vesting schedule
selected by the Employer in the Adoption Agreement is less liberal than the
allowable schedule, the schedule will be automatically modified. If the vesting
schedule under the Plan shifts in or out of the Top-Heavy schedule for any Plan
Year, such shift is an amendment to the vesting schedule and the election in
paragraph 9.8 of the Plan applies. The minimum vesting schedule applies to all
accrued benefits within the meaning of Code Section 411(a)(7) except those
attributable to Employee contributions, including benefits accrued before the
effective date of Code Section 416 and benefits accrued before the Plan became
Top-Heavy. Further, no reduction in vested benefits may occur in the event the
Plan's status as Top-Heavy changes for any Plan Year. However, this paragraph
does not apply to the account balances of any Employee who does not have an Hour
of Service after the Plan initially becomes Top-Heavy and such Employee's
account balance attributable to Employer contributions and forfeitures will be
determined without regard to this paragraph.

                                   ARTICLE XV

                            AMENDMENT AND TERMINATION

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

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

        (a)     to satisfy Code Section 415,

        (b)     to avoid duplication of minimums under Code Section 416

because of the required aggregation of multiple plans,

The Employer may add certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption will not cause the Plan
to be treated as individually designed.

An Employer that has adopted a Standardized Regional Prototype Plan (Adoption
Agreements 001, 002, 003, 007, or 008) may amend the trust document provided
such amendment merely involves the specifications of the names of the Plan,
Employer, Trustee, Plan Administrator and other fiduciaries, the Trust year or
the name of any pooled Trust in which the Plan's Trust will participate.




                                       58
<PAGE>   65

An Employer that has adopted a Nonstandardized Regional Prototype Plan (Adoption
Agreement 004, 005 or 006) will not be considered to have an individually
designed plan merely because the Employer amends administrative provisions of
the Trust document (such as provisions relating to investments and duties of
Trustees) so long as the amended provisions are not in conflict with any other
provision of the Plan and do not cause the plan to fail to qualify under Code
Section 401(a).

If the Employer amends the Plan and Trust Account other than as provided above,
the Employer's Plan shall no longer participate in this Prototype Plan and will
be considered an individually designed plan for which the Employer must obtain a
separate determination letter.

15.3    TERMINATION Employers shall have the right to terminate their Plans upon
60 days notice in writing to the Trustee. If the Plan is terminated, partially
terminated, or if there is a complete discontinuance of contributions under a
profit-sharing plan maintained by the Employer, all amounts credited to the
accounts of Participants shall vest and become nonforfeitable. In the event of
termination, the Employer shall direct the Trustee with respect to the
distribution of accounts to or for the exclusive benefit of Participants or
their beneficiaries. In the event of a partial termination, only those who are
affected by such partial termination shall be fully vested. In the event of
termination, the Trustee shall dispose of the Fund in accordance with the
written directions of the Plan Administrator, provided that no liquidation of
assets and payment of benefits, (or provision therefore), shall actually be made
by the Trustee until after it is established by the Employer in a manner
satisfactory to the Trustee, that the applicable requirements, if any, of the
Employee Retirement Income Security Act of 1974 and the Internal Revenue Code
governing the termination of employee benefit plans, have been or are being,
complied with, or that appropriate authorizations, waivers, exemptions, or
variances have been, or are being obtained.

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

15.5    MERGERS AND CONSOLIDATIONS

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

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

15.6    RESIGNATION AND REMOVAL The Trustee may resign by written notice to the
Employer or may be removed by written notice from the Employer. Either such
notification shall be effective 60 days after delivery. The Employer may
discontinue its participation in this Prototype Plan and Trust Account effective
upon 60 days written notice to the Sponsor. In such event the Employer shall,
prior to the effective date thereof, amend the Plan to eliminate any reference
to this Prototype Plan and Trust Account and appoint a successor trustee or
arrange for another funding agent. The Trustee shall deliver the Fund to its
successor on the effective date of the resignation or removal, or as soon
thereafter as practicable, provided that this shall not waive any lien the
Trustee, if an institution, may have upon the Fund for its compensation or
expenses. If the Employer fails to appoint a successor trustee with the said 60
days, or such longer period as the Trustee may specify in writing, the Employer
shall be deemed the successor trustee. The Employer must then obtain its own
determination letter.


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



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<PAGE>   67



                                   ARTICLE XVI

                                  GOVERNING LAW

Construction, validity and administration of the Regional Prototype Retirement
Plan and Trust, and any Employer Plan and Trust as embodied in the Regional
Prototype document and accompanying Adoption Agreement, shall be governed by
Federal law to the extent applicable and to the extent not applicable by the
laws of the State/Commonwealth in which the principal office of the Employer is
located.




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<PAGE>   68



                     PART I - SECTION 401(a)(17) LIMITATION
                     [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                           AND DEFINED BENEFIT PLANS]

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.

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

If Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.



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<PAGE>   69



                                 MODEL AMENDMENT
                             REVENUE PROCEDURE 93-47

(This model amendment allows Participants receiving distribution from
safe-harbored profit sharing plans to waive the 30-day period required under the
Unemployment Compensation Act of 1992. Non-safe harbored plans must still
provide notice not less than 30 days and not more than 90 days prior to the
distribution.)

If a distribution is one to which Section 401(a)(11) and 417 of the Internal
Revenue Code do not apply, such distribution may commence less than 30 days
after the notice required under Section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:

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

                (2)     the Participant, after receiving the notice,
                        affirmatively elects a distribution.





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