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                                                                     Exhibit 4.1

                                 NONSTANDARDIZED

                               ADOPTION AGREEMENT

                                    REGIONAL
                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST

                                  Sponsored by

                         MANCHESTER BENEFITS GROUP, LTD

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Regional Prototype Plan and Trust Basic Plan Document #R1.

1.      EMPLOYER INFORMATION

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

        (a)      NAME AND ADDRESS:

                         Safeguard Scientifics, Inc.
                         800 The Safeguard Building
                         435 Devon Park Drive
                         Wayne, PA  19087-1945

        (b)      TELEPHONE NUMBER:         610-293-0600

        (c)      TAX ID NUMBER:            23-1609753

        (d)      FORM OF BUSINESS:

                 [ ]     (i)      Sole Proprietor

                 [ ]     (ii)     Partnership

                 [x]     (iii)    Corporation

                 [ ]     (iv)     "S" Corporation (formerly known as Subchapter
                                   S)

                 [ ]     (v)      Other:

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        (e)      NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE
                 INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:

                 Thomas E. Fleming and/or Dorinda K. Culp and/or Janet L.
                 Hoffman

        (f)      NAME OF PLAN:     Safeguard Scientifics, Inc. Retirement Plan

        (g)      THREE DIGIT PLAN NUMBER
                 FOR ANNUAL RETURN/REPORT:      030

2.      EFFECTIVE DATE

                 (a)     This is a new Plan having an effective date of ______.

                 (b)     This is an amended Plan.

                         The effective date of the original Plan was January 1,
                         1981.

                         The effective date of the amended Plan is December 1,
                         2000.

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

3.      DEFINITIONS

        (a)      "Collective or Commingled Funds"

                 [x]              (i)      Not Applicable - Non-Institutional
                                           Trustee.

                 [ ]              (ii)     Investment in collective or
                                  commingled funds as permitted at paragraph
                                  13.3(b) of the Basic Plan Document #R1 shall
                                  only be made to the following specifically
                                  named fund(s):

                                                 _______________

                                                 _______________

                                                 _______________

                 Funds made available after the execution of this Adoption
                 Agreement will be listed on schedules attached to the end of
                 this Adoption Agreement.

        (b)      "Compensation" [paragraph 1.12]

                                  (i)      Compensation Measurement Period -
                         Compensation shall be determined on the basis of the:

                         [x]      (1)      Plan Year.

                         [ ]      (2)      Employer's Taxable Year.

                         [ ]      (3)      Calendar Year.

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                                           Compensation shall be determined on
                         the basis of the following safe-harbor definition of
                         Compensation in IRS Regulation Section 1.414(s)-1(c):

                                                   [ ]     (4)      Code Section
                                           6041 and 6051 Compensation,

                                                   [ ]     (5)      Code Section
                                           3401(a) Compensation, or

                                                   [x]     (6)      Code Section
                                           415 Compensation.

                         (ii)     Application of Salary Savings Agreements:

                                  Compensation shall exclude Employer
                 contributions made pursuant to a Salary Savings Agreement
                 under:

                                                   [ ]     (1)      Not
                                           applicable, no such agreement exists.

                                                   [x]     (2)      Not
                                           applicable, no Employer contributions
                                           made pursuant to a Salary Savings
                                           Agreement shall be excluded.

                                                   [ ]     (3)      A Cash or
                                           Deferred Profit-Sharing Plan under
                                           Code Section 401(k) or Simplified
                                           Employee Pension under Code Section
                                           402(h)(1)(B).

                                                   [ ]     (4)      A flexible
                                           benefit plan under Code Section 125.

                                                   [ ]     (5)      A tax
                                           deferred annuity under Code Section
                                           403(b).

        (iii)    Exclusions From Compensation:

                                             (1)   overtime.

                                             (2)   bonuses.

                                             (3)   commissions.

                                             (4)   Foreign service premiums,
                         differentials or allowances (other than shift
                         differentials), relocation payments, tuition payments,
                         patent awards, or any other non-basic form of current
                         compensation.

<TABLE>
<CAPTION>
 Type of Contribution(s)                                      Exclusion(s)
 -----------------------                                      ------------

<S>                                                         <C>
 Elective Deferrals [Section 7(b)]                            __________

 Matching Contributions [Section 7(c)]                        __________
</TABLE>



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<TABLE>
<S>                                                                                                                             <C>
                         Qualified Non-Elective Contributions [Section 7(d)]
                         and Non-Elective Contributions [Section 7(e)]           1,2,3,4
                                                                                ---------
</TABLE>


                                  (iv)     Maximum Compensation

                                           For purposes of the Plan,
                         Compensation shall be limited to $ ______, the maximum
                         amount which will be considered for Plan purposes. [If
                         an amount is specified, it will limit the amount of
                         contributions allowed on behalf of higher compensated
                         Employees. Completion of this section is not intended
                         to coordinate with the $200,000 limit of Code Section
                         415(d), thus the amount should be less than the
                         $200,000 limit as adjusted for cost-of-living
                         increases.]

        (c)      "Entry Date" [paragraph 1.30]

                                  (i)      The first day of the Plan Year during
                         which an Employee meets the eligibility requirements.

                                  (ii)     The first day of the Plan Year
                         nearest the date on which an Employee meets the
                         eligibility requirements.

                                  (iii)    The earlier of the first day of the
                         Plan Year or the first day of the seventh month of the
                         Plan Year coinciding with or following the date on
                         which an Employee meets the eligibility requirements.

                                  (iv)     The first day of the Plan Year
                         following the date on which the Employee meets the
                         eligibility requirements. If this election is made, the
                         Service requirement at 4(a)(ii) may not exceed 1/2 year
                         and the age requirement at 4(b)(ii) may not exceed
                         20 1/2.

                                  (v)      The first day of the month coinciding
                         with or following the date on which an Employee meets
                         the eligibility requirements.

                                  (vi)     The first day of the Plan Year, or
                         the first day of the fourth month, or the first day of
                         the seventh month or the first day of the tenth month,
                         of the Plan Year coinciding with or following the date
                         on which an Employee meets the eligibility
                         requirements.

                 Indicate Entry Date(s) to be used by specifying option from
                 list above:

<TABLE>
<CAPTION>
                 Type of Contribution(s)                                        Entry Date(s)
                 -----------------------                                        -------------

<S>                                                                          <C>
                 For Discretionary Profit-Sharing Contributions
                 under 7(e), (f) and (g)                                             v
                                                                                -------------

                 For all other contributions (Option (i) not
                 available for these contributions)                                  v
                                                                                -------------
</TABLE>


                 (d)     "Hour of Service" [paragraph 1.41]

                         Shall be determined on the basis of the method selected
                 below. Only one method may be selected. The method selected
                 shall be applied to all Employees covered under the Plan as
                 follows:

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

                                           [ ]     (ii)    On the basis of days
                                  worked.
                                                           An Employee shall be
                                  credited with ten (10) Hours of Service if
                                  under paragraph 1.41 of the Basic Plan
                                  Document #R1 such Employee would be credited
                                  with at least one (1) Hour of Service during
                                  the day.

                                           [ ]     (iii)   On the basis of weeks
                                  worked.
                                                           An Employee shall be
                                  credited with forty-five (45) Hours of Service
                                  if under paragraph 1.41 of the Basic Plan
                                  Document #R1 such Employee would be credited
                                  with at least one (1) Hour of Service during
                                  the week.

                                           [ ]     (iv)    On the basis of
                                  semi-monthly payroll periods.
                                                           An Employee shall be
                                  credited with ninety-five (95) Hours of
                                  Service if under paragraph 1.41 of the Basic
                                  Plan Document #R1 such Employee would be
                                  credited with at least one (1) Hour of Service
                                  during the semi-monthly payroll period.

                                           [ ]     (v)     On the basis of
                                  months worked.
                                                           An Employee shall be
                                  credited with one-hundred-ninety (190) Hours
                                  of Service if under paragraph 1.41 of the
                                  Basic Plan Document #R1 such Employee would be
                                  credited with at least one (1) Hour of Service
                                  during the month.

                 (e)     "Limitation Year" [paragraph 1.44]

                         The 12-consecutive month period commencing on January 1
                 and ending on December 31.

                         If applicable, the Limitation Year will be a short
                 Limitation Year commencing on ____________and ending on
                 ____________.  Thereafter, the Limitation Year shall end on the
                 date last specified above.

                 (f)     "Net Profit"

                                           [x]     (i)     Not applicable
                                  (profits will not be required for any
                                  contributions to the Plan).

                                           [ ]     (ii)    As defined in
                                  paragraph 1.48 of the Basic Plan Document #R1.

                                           [ ]     (iii)   Shall be defined as:

                                                           ____________________

                                                           ____________________
                                                           (Only use if
                                  definition in paragraph 1.48 of the Basic Plan
                                  Document #R1 is to be superseded.)

                 (g)     "Plan Year" [paragraph 1.57]

                         The 12-consecutive month period commencing on January 1
                 and ending on December 31.


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                         If applicable, the Plan Year will be a short Plan Year
                 commencing on __________ and ending on __________. Thereafter,
                 the Plan Year shall end on the date last specified above.

                 (h)     "Qualified Early Retirement Age"

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

                 (i)     "Qualified Joint and Survivor Annuity"

                         The safe-harbor provisions of paragraph 8.7 of the
                 Basic Plan Document #R1 [  ] are [x] are not applicable. If not
                 applicable, the survivor annuity shall be 50% (50%, 66-2/3%,
                 75% or 100%) of the annuity payable during the lives of the
                 Participant and Spouse.  If no answer is specified, 50% will be
                 used.

                 (j)     "Taxable Wage Base" [paragraph 1.63]

                                           [x]     (i)     Not Applicable - Plan
                                  is not integrated with Social Security.

                                           [ ]     (ii)    The maximum earnings
                                  considered wages for such Plan Year under Code
                                  Section 3121(a).

                                           [ ]     (iii)   __________% (not more
                                  than 100%) of the amount considered wages for
                                  such Plan Year under Code Section 3121(a).

                                           [ ]     (iv)    $__________, provided
                                  that such amount is not in excess of the
                                  amount determined under paragraph 3(j)(ii)
                                  above.

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

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

                 (k)     "Valuation Date(s)"

                         Allocations to Participant Accounts will be done in
                 accordance with Article V of the Basic Plan Document #R1:

                 (i)     Daily                     (v)     Quarterly

                 (ii)    Weekly                    (vi)    Semi-Annually

                 (iii)   Monthly                   (vii)   Annually

                 (iv)    Bi-Monthly


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                 Indicate Valuation Date(s) to be used by specifying option from
                 list above:

<TABLE>
<CAPTION>
                 Type of Contribution(s)                                       Valuation Date(s)
                 -----------------------                                       -----------------

<S>                                                                            <C>
                 After-Tax Voluntary Contributions [Section 6(b)]                    i
                                                                               -------------
                 Elective Deferrals [Section 6(a)]                                   i
                                                                               -------------
                 Matching Contributions [Section 7(c)]                               i
                                                                               -------------
                 Qualified Non-Elective Contributions [Section 7(d)]                 i
                                                                               -------------
                 Non-Elective Contributions [Section 7(e), (f), (g)]                 i
                                                                               -------------
                 Minimum Top-Heavy Contributions [Section 7(i)]                      i
                                                                               -------------
</TABLE>


        (l)      "Year of Service"

                                  (i)      For Eligibility Purposes:  The
                         12-consecutive month period during which an Employee is
                         credited with 1 (not more than 1,000) Hours of Service.

                                  (ii)     For Allocation Accrual Purposes:  The
                         12-consecutive month period during which an Employee is
                         credited with 1000  (not more than 1,000) Hours of
                         Service.

                                  (iii)    For Vesting Purposes:  The
                         12-consecutive month period during which an Employee is
                         credited with 1000 (not more than 1,000) Hours of
                         Service.


4.      ELIGIBILITY REQUIREMENTS [Article II]

        (a)      Service:

                                  (i)      For Elective Deferrals, and Required
                         Voluntary Contributions or Employer Contributions
                         [unless specified otherwise at (ii) below]:

                                                   [x]     (1)      The Plan
                                           shall have no service requirement.

                                                   [ ]     (2)      The Plan
                                           shall cover only Employees having
                                           completed at least  [not more than
                                           three (3)] Years of Service. If more
                                           than one (1) is specified, for Plan
                                           Years beginning in 1989 and later,
                                           the answer will be deemed to be one
                                           (1).



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                                  (ii)     For contributions [not covered at (i)
                         above] specify the Service requirements below:

<TABLE>
<CAPTION>
                                                                               Service
                         Type of Contribution                                Requirement
                         --------------------                                -----------

<S>                                                                        <C>
                         Employer Matching                                     ____________

                         Qualified Non-Elective                                ____________

                         Descretionary Profit-Sharing                          ____________

                         Required Voluntary                                    ____________
</TABLE>


                                           Not more than three (3) years may be
                         specified.  If more than two (2) years is specified,
                         for Plan Years beginning in 1989 and later, the
                         requirement will be deemed to be two (2) years.

                NOTE:     If the eligibility period selected is or includes a
                          fractional year, an Employee will not be required to
                          complete any specified number of Hours of Service to
                          receive credit for such period.  Participants will be
                          eligible for Top-Heavy minimum contributions after the
                          period in (i) above, assuming they satisfy the other
                          requirements of this Section 4.

        (b)     Age:

                                           [x]     (i)     The Plan shall have
                                  no minimum age requirement.

                                           [ ]     (ii)    The Plan shall cover
                                  only Employees having attained age ___________
                                  (not more than age 21).

                 (c)     Classification:

                         The Plan shall cover all Employees who have met the age
                 and service requirements with the following exceptions:

                                           [ ]     (i)     No exceptions.

                                           [x]     (ii)    The Plan shall
                                  exclude Employees included in a unit of
                                  Employees covered by a collective bargaining
                                  agreement between the Employer and Employee
                                  Representatives, if retirement benefits were
                                  the subject of good faith bargaining.  For
                                  this purpose, the term "Employee
                                  Representative" does not include any
                                  organization more than half of whose members
                                  are Employees who are owners, officers, or
                                  executives of the Employer.

                                           [x]     (iii)   The Plan shall
                                  exclude Employees who are nonresident aliens
                                  and who receive no earned income from the
                                  Employer which constitutes income from sources
                                  within the United States.


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                                           [x]     (iv)    The Plan shall
                                  exclude from participation any
                                  nondiscriminatory classification of Employees
                                  determined as follows:

                                                           leased employees,

                                                           employees of other
                                                           members of the
                                                           controlled group of
                                                           employers (as defined
                                                           under Code Sections
                                                           414(b), (c), (m) and
                                                           (0)).

        (d)      Employees on Effective Date:

                                           [x]     (i)     Not Applicable.  All
                                  Employees will be required to satisfy both the
                                  age and Service requirements specified above.

                                           [ ]     (ii)    Employees employed on
                                  the Plan's Effective Date do not have to
                                  satisfy the Service requirements specified
                                  above at [  ] (a)(i), [  ] (a)(ii), [  ] both.

                                           [ ]     (iii)   Employees employed on
                                  the Plan's Effective Date do not have to
                                  satisfy the age requirements specified above.

5.      RETIREMENT AGES

                 (a)     Normal Retirement Age:

                         If the Employer imposes a requirement that Employees
                 retire upon reaching a specified age, the Normal Retirement Age
                 selected below may not exceed the Employer imposed mandatory
                 retirement age.

                                           [x]     (i)     Normal Retirement Age
                                  shall be 65  (not to exceed age 65).

                                           [ ]     (ii)    Normal Retirement Age
                                  shall be the later of attaining age __________
                                  (not to exceed age 65) or the __________ (not
                                  to exceed the 5th) anniversary of the first
                                  day of the first Plan Year in which the
                                  Participant commenced participation in the
                                  Plan.

        (b)      Early Retirement Age:

                                           [x]     (i)     Not Applicable.

                                           [ ]     (ii)    The Plan shall have
                                  an Early Retirement Age of __________ (not
                                  less than 55) and completion of _________
                                  Years of Service.

6.      EMPLOYEE CONTRIBUTIONS (Effective January 1, 2001)

                         [x]      (a)      Participants shall be permitted to
                         make Elective Deferrals in any amount from 1 % up to
                         15% of their Compensation.

                                           If (a) is applicable, Participants
                         shall be permitted to amend their Salary Savings
                         Agreements to change the contribution percentage as
                         provided below:



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<TABLE>
<S>                                                      <C>
                                                           [ ]      (i)    On the Anniversary
                                           Date of the Plan,

                                                           [ ]      (ii)   On the Anniversary
                                           Date of the Plan and on the first day of the seventh
                                           month of the Plan Year,

                                                           [ ]      (iii)  On the Anniversary
                                           Date of the Plan and on the first day following any
                                           Valuation Date, or

                                                           [x]      (iv)   Upon 30 days notice
                                           to the Employer.

                         [ ]      (b)      Participants shall be permitted to make after tax
                         Voluntary Contributions.

                         [ ]      (c)      Participants shall be required to make after tax
                         Voluntary Contributions as follows (Thrift Savings Plan):


                                                           [ ]      (i)    ______ % of Compensation.

                                                           [ ]      (ii)   A percentage determined
                                           by the Employee on his or her enrollment form.

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

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

7.      EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF (Effective Jan 1, 2001)

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

        (a)      Profits Requirement:

                 (i)     Current or Accumulated Net Profits are required for:

                                                           [ ]      (A)    Matching Contributions.

                                                           [ ]      (B)    Qualified Non-Elective
                                           Contributions.

                                                           [ ]      (C)    Discretionary Contributions.
</TABLE>



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                 (ii)    No Net Profits are required for:

                         [x]      (A)      Matching Contributions.

                         [x]      (B)      Qualified Non-Elective Contributions.

                         [x]      (C)      Discretionary Contributions.

                 NOTE:     Elective Deferrals can always be contributed
                           regardless of profits.

[x]              (b)     Salary Savings Agreement:

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

                         An Employee who has terminated his or her election
                 under the Salary Savings Agreement other than for Hardship
                 reasons may not make another Elective Deferral:

                                           [ ]     (i)     until the first day
                                  of the next Plan Year.

                                           [ ]     (ii)    until the first day
                                  of the [ ] next valuation period.  [ ] second
                                  valuation period following termination.  [ ]
                                  third valuation period following termination.

                                           [x]     (iii)   for a period of 1
                                  month(s) (not to exceed 12 months).

[x]              (c)     Matching Employer Contribution [See paragraphs (h) and
                 (i)]:

                                           [ ]     (i)     Percentage Match:
                                  The Employer shall contribute and allocate to
                                  each eligible Participant's account an amount
                                  equal to _________ % of the amount contributed
                                  and allocated in accordance with paragraph
                                  7(b) above and (if checked) )________ % of [ ]
                                  the amount of Voluntary Contributions made in
                                  accordance with paragraph 4.1 of the Basic
                                  Plan Document #R1. The Employer shall not
                                  match Participant Elective Deferrals as
                                  provided above in excess of $_____________ or
                                  in excess of _________ % of the Participant's
                                  Compensation or if applicable, Voluntary
                                  Contributions in excess of $ _________ or in
                                  excess of _________ % of the Participant's
                                  Compensation. In no event will the match on
                                  both Elective Deferrals and Voluntary
                                  Contributions exceed a combined amount of $
                                  _________ or _________ %.

                                           [x]     (ii)    Discretionary Match:
                                  The Employer shall contribute and allocate to
                                  each eligible Participant's account a
                                  percentage of the Participant's Elective
                                  Deferral contributed and allocated in
                                  accordance with paragraph 7(b) above. The
                                  Employer shall set such percentage prior to
                                  the end of the Plan Year. The Employer shall
                                  not match Participant Elective Deferrals in
                                  excess of $ _________ or in excess of 5 % of
                                  the Participant's Compensation.

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




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<TABLE>
<S>                                                                                  <C>
                                                           _____ % of the next
                                  _________ % of the Participant's Compensation,
                                  to the extent deferred.

                                                           _____ % of the next
                                  _________ % of the Participant's Compensation,
                                  to the extent deferred.

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

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

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

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

                                           [x]     (vii)   Qualified Match:
                                  Employer Matching Contributions will be
                                  treated as Qualified Matching Contributions to
                                  the extent specified below:

                                                                    [ ]    (A)     All Matching
                                                   Contributions.

                                                                    [ ]    (B)     None.

                                                                    [ ]    (C)     ______ % of the
                                                   Employer's Matching Contribution.

                                                                    [ ]    (D)     up to ______ % of
                                                   each Participant's Compensation.

                                                                    [x]    (E)     The amount necessary
                                                   to meet the [ ] Average Deferral Percentage (ADP) test,
                                                   [  ] Average Contribution Percentage (ACP) test, [x]
                                                   Both the ADP and ACP tests.

                                                   (viii)  Matching Contribution Computation Period:
                                  The time period upon which matching contributions will be based shall be

                                                                    [ ]    (A)     weekly

                                                                    [x]    (B)     bi-weekly


</TABLE>

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<TABLE>
<S>                                                                                                                             <C>
                                                                    [ ]    (C)     semi-monthly

                                                                    [ ]    (D)     monthly

                                                                    [ ]    (E)     quarterly

                                                                    [ ]    (F)     semi-annually

                                                                    [ ]    (G)     annually

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

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

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

                                           [ ]     (i)     All such Qualified non-Elective Contributions.

                                           [x]     (ii)    The amount necessary to meet [  ] the ADP test,
                                  [  ] the ACP test, [x] Both the ADP and ACP tests.

                 Qualified non-Elective Contributions will be made to:

                                           [ ]     (iii)   All Employees eligible to participate.

                                           [x]     (iv)    Only non-Highly Compensated Employees eligible to
                 participate.

[x]              (e)     Additional Employer Contribution Other Than Qualified Non-Elective Contributions -
                 Non-Integrated [See paragraphs (h) and (i)]

                         The Employer shall have the right to make an additional discretionary contribution
                 which shall be allocated to each eligible Employee in proportion to his or her Compensation
                 as a percentage of the Compensation of all eligible Employees.  This part of the Employer's
                 contribution and the allocation thereof shall be unrelated to any Employee contributions made
                 hereunder.

[ ]              (f)     Additional Employer Contribution - Integrated Allocation Formula [See paragraphs (h)
                 and (i)]

                         The Employer shall have the right to make an additional discretionary contribution.
                 The Employer's contribution for the Plan Year plus any forfeitures shall be allocated to the
                 accounts of eligible Participants as follows:
</TABLE>

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                                  (i)      First, to the extent contributions
                         and forfeitures are sufficient, all Participants will
                         receive an allocation equal to 3% of their
                         Compensation.

                                  (ii)     Next, any remaining Employer
                         Contributions and forfeitures will be allocated to
                         Participants who have Compensation in excess of the
                         Taxable Wage Base (excess Compensation). Each such
                         Participant will receive an allocation in the ratio
                         that his or her excess compensation bears to the excess
                         Compensation of all Participants. Participants may only
                         receive an allocation of 3% of excess Compensation.

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

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

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

[  ]             (g)     Additional Employer Contribution-Alternative Integrated
                 Allocation Formula [See paragraph (i)]

                         The Employer shall have the right to make an additional
                 discretionary contribution. To the extent that such
                 contributions are sufficient, they shall be allocated as
                 follows:

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

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

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                 (h)     Allocation of Excess Amounts (Annual Additions)

                         In the event that the allocation formula above results
                 in an Excess Amount, such excess shall be:

                                           [ ]     (i)     placed in a suspense
                                  account accruing no gains or losses for the
                                  benefit of the Participant.

                                           [x]     (ii)    reallocated as
                                  additional Employer contributions to all other
                                  Participants to the extent that they do not
                                  have any Excess Amount.

                 (i)     Minimum Employer Contribution Under Top-Heavy Plans:

                         For any Plan Year during which the Plan is Top-Heavy,
                 the sum of the contributions and forfeitures as allocated to
                 eligible Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and
                 9 of this Adoption Agreement shall not be less than the amount
                 required under paragraph 14.2 of the Basic Plan Document #R1.
                 Top-Heavy minimums will be allocated to:

                 [ ]     (i)      all eligible Participants.

                 [x]     (ii)     only eligible non-Key Employees who are
                 Participants.

                 (j)     Return of Excess Contributions and/or Excess Aggregate
                 Contributions:

                         In the event that one or more Highly Compensated
                 Employees are subject to both the ADP and ACP tests and the sum
                 of such tests exceeds the Aggregate Limit, the limit will be
                 satisfied by reducing the:

                                           [x]     (i)     the ADP of the
                                  affected Highly Compensated Employees.

                                           [ ]     (ii)    the ACP of the
                                  affected Highly Compensated Employees.

                                           [ ]     (iii)   a combination of the
                                  ADP and ACP of the affected Highly Compensated
                                  Employees.

8.      ALLOCATIONS TO TERMINATED EMPLOYEES [paragraph 5.3]

                         [ ]      (a)      The Employer will not allocate
                         Employer related contributions to Employees who
                         terminate during a Plan Year, unless required to
                         satisfy the requirements of Code Section 401(a)(26) and
                         410(b). (These requirements are effective for 1989 and
                         subsequent Plan Years.)



                                       24
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<TABLE>
<S>                                                                                    <C>

                         [x]      (b)      The Employer will allocate Employer matching and other related
                         contributions as indicated below to Employees who terminate during the Plan Year
                         as a result of:

                         Matching          Other
                         --------          -----

                         [x]               [x]     (i)     Retirement.

                         [x]               [x]     (ii)    Disability.

                         [x]               [x]     (iii)   Death.


                         [ ]               [ ]     (iv)    Other termination of employment provided that the
                                                           Participant has completed a Year of Service as
                                                           defined for Allocation Accrual Purposes.

                         [x]               [ ]     (v)     Other termination of employment even though the
                                                           Participant has not completed a Year of Service.

                         [ ]               [ ]     (vi)    Termination of employment (for any reason) provided
                                                           that the Participant had completed a Year of Service
                                                           for Allocation Accrual Purposes.

9.      ALLOCATION OF FORFEITURES

        NOTE:     Subsections (a), (b) and (c) below apply to forfeitures of amounts other than Excess
                  Aggregate Contributions.

                 (a)     Allocation Alternatives:

                         If forfeitures are allocated to Participants, such allocation shall be done in the same
                 manner as the Employer's contribution.

                                           [ ]     (i)     Not Applicable.  All contributions are always fully
                                  vested.

                                           [ ]     (ii)    Forfeitures shall be allocated to Participants in the
                                  same manner as the Employer's contribution.

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

                                                                    [1]   Amount attributable to Employer
                                           Discretionary Contributions and Top-Heavy minimums will be allocated
                                           to:

                                                                                [ ]     all eligible Participants
                                                   under the Plan.
</TABLE>

                                       25
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                                                             Profit-Sharing Plan
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<TABLE>
<S>                                                                                                      <C>
                                                                                [ ]     only those Participants
                                                   eligible for an allocation of Employer contributions in the
                                                   current year.

                                                                                [ ]     only those Participants
                                                   eligible for an allocation of matching contributions in the
                                                   current year.

                                                                    [2]    Amounts attributable to Employer Matching
                                           contributions will be allocated to:

                                                                                [ ]     all eligible Participants.

                                                                                [ ]     only those Participants eligible
                                                   for allocations of matching contributions in the current year.

                                           [x]     (iii)   Forfeitures shall be applied to reduce the Employer's
                                  contribution for such Plan Year.

                                           [ ]     (iv)    Forfeitures shall be applied to offset administrative expenses
                                  of the Plan.  If forfeitures exceed these expenses, (iii) above shall apply.

        (b)      Date for Reallocation:

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

                                           [ ]     (i)     Forfeitures shall be reallocated at the end of the Plan Year
                                  during which the former Participant incurs his or her fifth consecutive one year Break
                                  In Service.

                                           [x]     (ii)    Forfeitures will be reallocated immediately (as of the next
                                  Valuation Date).

                                           [ ]     (iii)   Forfeitures shall be reallocated at the end of the Plan Year
                                  during which the former Employee incurs his or her          (1st, 2nd, 3rd, or 4th)
                                  consecutive one year Break In Service.

                                           [ ]     (iv)    Forfeitures will be reallocated immediately (as of the Plan
                                  Year end).

                 (c)     Restoration of Forfeitures:

                         If amounts are forfeited prior to five consecutive 1-year Breaks in Service, the Funds for
                 restoration of account balances will be obtained from the following resources in the order indicated
                 (fill in the appropriate number):

                                           [1]     (i)     Current year's forfeitures.
</TABLE>

                                       26
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                                           [2]     (ii)     Additional Employer
                                  contribution.

                                           [ ]     (iii)    Income or gain to
                                  the Plan.

        (d)      Forfeitures of Excess Aggregate Contributions shall be:

                                           [x]     (i)     Applied to reduce
                                  Employer contributions.

                                           [ ]     (ii)    Allocated, after all
                                  other forfeitures under the Plan, to the
                                  Matching Contribution account of each
                                  non-Highly Compensated Participant who made
                                  Elective Deferrals or Voluntary Contributions
                                  in the ratio which each such Participant's
                                  Compensation for the Plan Year bears to the
                                  total Compensation of all Participants for
                                  such Plan Year.  Such forfeitures cannot be
                                  allocated to the account of any Highly
                                  Compensated Employee.

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

10.     CASH OPTION (Effective January 1, 2001)

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

                         [ ]      (b)      Not Applicable.


11.     LIMITATIONS ON ALLOCATIONS [Article X]

                 [  ]    This is the only Plan the Employer maintains or ever
                 maintained; therefore, this section is not applicable.

                 [x]     The Employer does maintain or has maintained another
                 Plan (including a Welfare Benefit Fund or an individual medical
                 account [as defined in Code Section 415(l)(2)], under which
                 amounts are treated as Annual Additions) and has completed the
                 proper sections below.

                         Complete (a), (b) and (c) only if the Employer
                 maintains or ever maintained another qualified plan, including
                 a Welfare Benefit Fund or an individual medical account [as
                 defined in Code Section 415(l)(2)] in which any Participant in
                 this Plan is (or was) a participant or could possibly become a
                 participant.

                 (a)     If the Participant is covered under another qualified
                 Defined Contribution Plan maintained by the Employer, other
                 than a Regional Prototype Plan:

                                           [x]     (i)     the provisions of
                                  Article X of the Basic Plan Document #R1 will
                                  apply, as if the other plan were a Regional
                                  Prototype Plan.


                                       27
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                                           [ ]     (ii)    Attach provisions
                                  stating the method under which the plans will
                                  limit total Annual Additions to the Maximum
                                  Permissible Amount, and will properly reduce
                                  any Excess Amounts, in a manner that precludes
                                  Employer discretion.

                 (b)     If a Participant is or ever has been a participant in a
                 Defined Benefit Plan maintained by the Employer:

                         Attach provisions which will satisfy the 1.0 limitation
                 of Code Section 415(e). Such language must preclude Employer
                 discretion. The Employer must also specify the interest and
                 mortality assumptions used in determining Present Value in the
                 Defined Benefit Plan.

                 (c)     The minimum contribution or benefit required under Code
                 Section 416 relating to Top-Heavy Plans shall be satisfied by:

                                           [x]     (i)     This Plan.

                                           [ ]     (ii)    __________________
                                                           (Name of other
                                                           qualified plan of the
                                                           Employer).

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

12.     VESTING [Article IX]

        Employees shall have a fully vested and nonforfeitable interest in any
        Employer contribution and the investment earnings thereon made in
        accordance with paragraphs (select one or more options) [x] 7(c), [ ]
        7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under
        paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or
        more of the foregoing options are not selected, such Employer
        contributions shall be subject to the vesting table selected by the
        Employer.

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

                 (a)     Computation Period:

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

                                           [ ]     (i)     shall not be
                                  applicable since Participants are always fully
                                  vested,



                                       28
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                                           [ ]     (ii)    shall commence on the
                                  date on which an Employee first performs an
                                  Hour of Service for the Employer and each
                                  subsequent 12-consecutive month period shall
                                  commence on the anniversary thereof, or

                                           [x]     (iii)   shall commence on the
                                  first day of the Plan Year during which an
                                  Employee first performs an Hour of Service for
                                  the Employer and each subsequent
                                  12-consecutive month period shall commence on
                                  the anniversary thereof.

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

        (b)      Vesting Schedules:

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

                  (i)      Full and immediate vesting.

<TABLE>
<CAPTION>
                                                            Years of Service
                                                            ----------------

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


        NOTE:      The percentages selected for schedule (viii) may not be less
                   for any year than the percentages shown at schedule (v).

                                  [ ]      All contributions other than those
                         which are fully vested when contributed will vest under
                         schedule __________.above.

                                  [x]      Contributions other than those which
                         are fully vested when contributed will vest as provided
                         below:




                                       29
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<TABLE>
<CAPTION>

                     Vesting
                 Option Selected           Type Of Employer Contribution
                 ---------------           -----------------------------
<S>                                       <C>
                        I                  7(c) Employer Match on Salary Savings
                 --------------
                                           7(c) Employer Match on Employee Voluntary
                 --------------
                       vii                 7(e) Employer Discretionary
                 --------------
                                           7(f) & (g) Employer Discretionary -Integrated
                 --------------
</TABLE>

        (c)      Service disregarded for Vesting:

                                           [x]     (i)     Not Applicable.  All
                                  Service shall be considered.

                                           [ ]     (ii)    Service prior to the
                                  Effective Date of this Plan or a predecessor
                                  plan shall be disregarded when computing a
                                  Participant's vested and nonforfeitable
                                  interest.

                                           [ ]     (iii)   Service prior to a
                                  Participant having attained age 18 shall be
                                  disregarded when computing a Participant's
                                  vested and nonforfeitable interest.

13.     SERVICE WITH PREDECESSOR ORGANIZATION

        For purposes of satisfying the Service requirements for eligibility,
        Hours of Service shall include Service with the following predecessor
        organization(s): (These hours will also be used for vesting purposes.)

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

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

14.     ROLLOVER/TRANSFER CONTRIBUTIONS

                 (a)     Rollover Contributions, as described at paragraph 4.3
                 of the Basic Plan Document #R1, [x] shall [ ] shall not be
                 permitted. If permitted, Employees [x] may [ ] may not make
                 Rollover Contributions prior to meeting the eligibility
                 requirements for participation in the Plan.

                 (b)     Transfer Contributions, as described at paragraph 4.4
                 of the Basic Plan Document #R1, [x] shall [ ] shall not be
                 permitted. If permitted, Employees [x] may [ ] may not Transfer
                 Contributions prior to meeting the eligibility requirements for
                 participation in the Plan.

        NOTE:      Even if available, the Employer may refuse to accept such
                   contributions if its Plan meets the safe-harbor rules of
                   paragraph 8.7 of the Basic Plan Document #R1.

15.     HARDSHIP WITHDRAWALS

        Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
        Document #R1, [x] are [ ] are not permitted.



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16.     PARTICIPANT LOANS

        Participant loans, as provided for in paragraph 13.4 of the Basic Plan
        Document #R1, [x] are [ ] are not permitted. If permitted, repayments of
        principal and interest shall be repaid to [x] the Participant's
        segregated account or [ ] the general Fund.


17.     INSURANCE POLICIES

        The insurance provisions of paragraph 13.5 of the Basic Plan Document
        #R1 [ ] shall [x] shall not be applicable.


18.     EMPLOYER INVESTMENT DIRECTION

        The Employer investment direction provisions, as set forth in paragraph
        13.6 of the Basic Plan Document #R1, [x] shall [ ] shall not be
        applicable.


19.     EMPLOYEE INVESTMENT DIRECTION

                 (a)     The Employee investment direction provisions, as set
                 forth in paragraph 13.7 of the Basic Plan Document #R1, [x]
                 shall [ ] shall not be applicable.

                 If applicable, Participants may direct their investments:

                                           [ ]     (i)     among funds offered
                                  by the Trustee.

                                           [x]     (ii)    among any allowable
                                  investments.

                 (b)     Participants may direct the following kinds of
                 contributions and the earnings thereon (check all applicable):

                                           [ ]     (i)     All Contributions.

                                           [x]     (ii)    Elective Deferrals.

                                           [x]     (iii)   Employee Voluntary
                                  Contributions (after-tax).

                                           [x]     (iv)    Employee Mandatory
                                  Contributions (after-tax).

                                           [x]     (v)     Employer Qualified
                                  Matching Contributions.

                                           [x]     (vi)    Other Employer
                                  Matching Contributions.

                                           [x]     (vii)   Employer Qualified
                                  Non-Elective Contributions.

                                           [ ]     (viii)  Employer
                                  Discretionary Contributions.



                                       31
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                                           [x]     (ix)    Rollover
                                  Contributions.

                                           [x]     (x)     Transfer
                                  Contributions.

                                           [ ]     (xi)    All of above which
                                  are checked, but only to the extent that the
                                  Participant is vested in those contributions.

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

20.     EARLY PAYMENT OPTION

                 (a)     A Participant who separates from Service prior to
                 retirement, death or Disability [x] may [ ] may not make
                 application to the Employer requesting an early payment of his
                 or her vested account balance.

                 (b)     A Participant who has not separated from Service [x]
                 may [ ] may not obtain a distribution of his or her vested
                 Employer contributions. Distribution can only be made if the
                 Participant is 100% vested.

                 (c)     A Participant who has attained the Plan's Normal
                 Retirement Age and who has not separated from Service [x] may
                 [ ] may not receive a distribution of his or her vested account
                 balance.

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


21.     DISTRIBUTION OPTIONS

                 (a)     Timing of Distributions:

                         In cases of termination for other than death,
                 Disability or retirement, benefits shall be paid:

                                           [ ]     (i)     As soon as
                                  administratively feasible, following the close
                                  of the valuation period during which a
                                  distribution is requested or is otherwise
                                  payable.

                                           [ ]     (ii)    As soon as
                                  administratively feasible following the close
                                  of the Plan Year during which a distribution
                                  is requested or is otherwise payable.

                                           [x]     (iii)   As soon as
                                  administratively feasible, following the date
                                  on which a distribution is requested or is
                                  otherwise payable.

                                           [ ]     (iv)    As soon as
                                  administratively feasible, after the close of
                                  the Plan Year during which the Participant
                                  incurs ________ consecutive one-year Breaks in
                                  Service.

                                           [ ]     (v)     Only after the
                                  Participant has achieved the Plan's Normal
                                  Retirement Age, or Early Retirement Age, if
                                  applicable.



                                       32
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                                           In cases of death, Disability or
                                  retirement, benefits shall be paid:

                                           [ ]     (vi)    As soon as
                                  administratively feasible, following the close
                                  of the valuation period during which a
                                  distribution is requested or is otherwise
                                  payable.

                                           [ ]     (vii)   As soon as
                                  administratively feasible following the close
                                  of the Plan Year during which a distribution
                                  is requested or is otherwise payable.

                                           [x]     (viii)  As soon as
                                  administratively feasible, following the date
                                  on which a distribution is requested or is
                                  otherwise payable.

        (b)      Optional Forms of Payment:

                                           [x]     (i)     Lump Sum.

                                           [x]     (ii)    Installment Payments.

                                           [x]     (iii)   Life Annuity*.

                                           [x]     (iv)    Life Annuity  Term
                                  Certain*.
                                                           Life Annuity with
                                  payments guaranteed for 10 years (not to
                                  exceed 20 years, specify all applicable).

                                           [x]     (v)     Joint and [x] 50%,
                                  [x] 66-2/3%, [x] 75% or [x] 100% survivor
                                  annuity* (specify all applicable).


                                           [ ]     (vi)    Other form(s)
                                  specified:


                         *Not available in Plan meeting provisions of paragraph
                 8.7 of Basic Plan Document #R1.

                 (c)     Recalculation of Life Expectancy:

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

                 If  "shall",

                                  [ ]      only the Participant shall be
                         recalculated.

                                  [x]      both the Participant and Spouse shall
                         be recalculated.

                                  [ ]      who is recalculated shall be
                         determined by the Participant.

22.     SIGNATURES

        (a)      EMPLOYER:

                 Name and address of Employer if different than specified in
        Section 1 above.



                                       33
<PAGE>   25
                                                              Regional Prototype
                                                                Cash or Deferred
                                                             Profit-Sharing Plan
                                                                            #012


                         This agreement and the corresponding provisions of the
                 Plan and Trust Basic Plan Document #R1 were adopted by the
                 Employer the ____ day of _________, 19__ .

                 Signed for the Employer by:

                 Title:

                 Signature:
                             ---------------------------------------------------

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


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

                         This Adoption Agreement may only be used in conjunction
                 with Basic Plan Document #R1.

        (b)      TRUSTEE:

                 Name of Trustee:

                 Thomas E. Fleming, Dorinda K. Culp and Janet L. Hoffman

                         The Employer's Plan as contained herein was accepted by
                 the Trustee(s) the ___ day of __________, 20___.

        Signed for the Trustee by:

        Title:
        Signature:
                                           --------------------------------


        (c)      SPONSOR:

                         The Employer's Agreement and the corresponding
                 provisions of the Plan and Trust/Custodial Account Basic Plan
                 Document #R1 were accepted by the Sponsor the ____ day of
                 ______________ , 20__.

        Signed for the Sponsor by:         John M. Van Buren

        Title:                             President

        Signature:
                                           --------------------------------



                                       34